ADEA Bylaws

Effective March 19, 2013

Preamble

Chapter I: The House of Delegates — The ADEA Governing Body

Chapter II: The Association's Officers

Chapter III: Board of Directors

Chapter IV: Governance Procedures

Chapter V: Committees

Chapter VI: Membership

Chapter VII: Councils

Chapter VIII: Sections

Chapter IX: Special Interest Groups (SIGs)

Chapter X: Rules for Councils, Sections, and SIGs

Chapter XI: President and CEO

Chapter XII: Official Publication, Editor, Tenure of Office and Remuneration

Chapter XIII: Representatives to Other Organizations

Chapter XIV: Conflicts of Interest

Chapter XV: Indemnification and Limitation of Liability

Chapter XVI: Parliamentary Authority

Chapter XVII: Amendments

Chapter XVIII: Additional Provisions and Association Rules

Preamble

The American Dental Education Association (ADEA) is incorporated as a District of Columbia nonprofit corporation and as such is subject to the District of Columbia Nonprofit Corporation Code. As established by its Articles of Incorporation, the purpose of the Association is to advance and support dental education, dental research, and the dental health and education of the general public, and it is recognized by the Internal Revenue Service as a 501(c)(3) organization.

Chapter I: The House of Delegates — The ADEA Governing Body

  1. Function, Powers, Obligations, and Duties
    1. Functions, Powers, and Obligations. The House of Delegates is the Association's governing and legislative body. The House of Delegates manages the property, business, and affairs of the Association in accordance with these Bylaws and the purposes of the Association, and has the power:
      1. To enact and, where appropriate, enforce policies of the Association;
      2. To approve all resolutions in the name of the Association;
      3. To elect Active, Provisional, and Honorary Members;
      4. To approve changes to 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 ADEA Headquarters;
      8. To elect the Chair-elect of the Board of Directors of the Association;
      9. To elect nominees for representation in other organizations when so requested; and
      10. To serve as an advocate on behalf of all Association policies and positions.
    2. Duties. As the ADEA governing body, pursuant to the District of Columbia Nonprofit Code, members of the House of Delegates, are expected to discharge their duties in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances in a manner the Delegate reasonably believes to be in the best interests of the Association; and in doing so to disclose to their fellow Delegates known information relevant to the issues being considered by the House of Delegates.
  2. Composition. The House of Delegates is comprised the following:
    1. The Officers;
    2. The Council of Deans as represented by all of its members;
    3. The Council of Faculties as represented by all of its members;
    4. The Council of Allied Dental Program Directors is represented by its Administrative Board and one Delegate for every 10 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 advanced allied dental education. Each category is represented by at least two Delegates.
    5. The Council of Hospitals and Advanced Education Programs (COHAEP) is represented by its Administrative Board, one representative from each of the ADA-recognized dental specialties, two representatives from advanced education in general dentistry programs, plus one delegate for every 10 COHAEP member programs COHAEP shall have at least 16 Delegates;
    6. The Council of Sections is represented by each Section's Councilor, Section Chair, and its Administrative Board members. If a Section Councilor and/or Section Chair is unable to serve as a Delegate in the House of Delegates, he or she may appoint either the current Section Chair-elect or Section Secretary to be ratified to serve as the alternate Delegate;
    7. The Council of Students, Residents, and Fellows is represented by its Administrative Board, by 12 predoctoral dental students (two each from each of the six regions recognized by the Council), by four advanced dental students, residents, or fellows (two from hospital-based programs and two from non-hospital-based programs), and by six allied dental students (two each from dental hygiene, dental assisting, and dental laboratory technology education programs);
    8. The Corporate Council is represented in the House of Delegates by its Administrative Board.
    9. Delegate Selection
      1. All members of the Council of Deans serve as Delegates to the House of Delegates.
      2. All members of the Council of Faculties serve as Delegates to the House of Delegates. Members are elected or appointed by their institution.
      3. The Council of Allied Dental Program Director's Delegates to the House of Delegates are nominated by members of the Council and approved by the Council's Administrative Board. The Administrative Board also serves as Delegates to the House of Delegates.
      4. The Council of Hospitals and Advanced Education Program's Delegates to the House of Delegates include representatives from the dental specialties who are nominated and reviewed by the Council's Administrative Board. Delegates that represent programs may self-nominate or are nominated by the Council's Administrative Board. Delegates are appointed by the Council's Administrative Board.
      5. The Council of Sections Delegates to the House of Delegates include the Councilor and Chair of each Section. The members of the Administrative Board also serve as Delegates to the House of Delegates.
      6. The Council of Students, Residents, and Fellows elects Delegates at the Annual Session and Exhibition. Each member institution represented at the Council meeting to elect Delegates gets one vote.
      7. The Corporate Council Delegates to the House of Delegates consist of the Council's Administrative Board.
  3. Meetings of the House of Delegates
    1. Annual Session and Exhibition. The House of Delegates normally convenes at the Association's Annual Session and Exhibition. The President and CEO sends each Delegate an official notice of the time and place of each Annual Session and Exhibition or other House of Delegates meeting electronically or via postal mail. The notice is sent no fewer than 30 days before the first day of the meeting.
    2. Special Meetings. Special Meetings may be called by the Chair of the Board or by request of the membership as specified in the Bylaws, Chapter III, Section C.2. The President and CEO sends each Delegate an official notice of the time and place of each Special Meeting along with a statement of the business to be considered. The notice is sent electronically or via postal mail no fewer than 30 days before the first day of 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.
    3. Quorum. A majority of the House of Delegates or any of its committees constitutes a quorum for the transaction of business at regular or special meetings.
    4. Order of Business in Meetings.
      1. Regular Meeting: The order of business at a regular Meeting of the House of Delegates is as follows, unless changed by a two-thirds vote by the Delegates.
        1. Call to order;
        2. Report of quorum by President and CEO;
        3. Approval of minutes of previous Meeting;
        4. Reports of Officers;
        5. Report of the 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.
      2. Special Meeting: The order of business at a Special Meeting is as follows:
        1. Call to order;
        2. Report of quorum by President and CEO;
        3. Reading of call for Special Meeting;
        4. Transaction of business as provided in call; and
        5. Adjournment.
    5. Procedures Regarding Resolutions.
      1. Resolutions may be presented to the House of Delegates either by the Board of Directors or by any Delegate in writing up to and including the Opening of the House of Delegates.
      2. Any Individual Member may submit a resolution to the Board of Directors by December 1, prior to the next Annual Session and Exhibition, which in its discretion may or may not choose to forward it for further consideration.
      3. Resolutions not brought before the last Board of Directors meeting prior to the Annual Session and Exhibition may be introduced at the Opening of the House of Delegates and must be presented by a Delegate.
      4. Resolutions brought after the Opening of the House of Delegates cannot be considered by the House until the following year. The resolution can be sent immediately after the Annual Session and Exhibition to the President and CEO, who then presents it to the Board of Directors for consideration before the next Annual Session and Exhibition.
      5. At its discretion, the Board of Directors may submit resolutions to an appropriate Association component group for advice before forwarding the resolution to the House of Delegates.
      6. Annually, the Board of Directors appoints Reference Committee Members to hold hearings at the Annual Session and Exhibition on resolutions being presented to the House of Delegates and to make recommendations on those resolutions upon request of the Board of Directors.
      7. 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.
      8. Resolutions proposing changes in the ADEA policies and Bylaws must specify how the ADEA Policy Statements, Position Papers, and Bylaws would be affected.
    6. Removal. A member of the House of Delegates may be removed with or without cause upon a majority vote of the Delegates whenever in the Delegates' judgment the best interest of the Association would be served thereby, provided that all the Delegates have at least 21 days' notice of the proposed removal and the Delegate at issue has an opportunity to address the House of Delegates personally, either by phone, in-person, or electronically as determined by the discretion of the Board of Directors.

Chapter II: The Association's Officers

  1. Officers. The Association's Elected Officers and ex officio Officers are as follows and, per Chapter III below, function as the Association's Executive Committee:
    1. Chair of the Board
    2. Chair-elect of the Board (who serves ex officio as Secretary)
    3. Immediate Past Chair of the Board (who serves ex officio as Treasurer)
    4. Board Director for Allied Dental Program Directors
    5. Board Director for Deans
    6. Board Director for Faculties
    7. Board Director for Hospitals and Advanced Education Programs
    8. Board Director for Sections
    9. Board Director for Students, Residents, and Fellows
    10. Board Director for the Corporate Council
    11. President and CEO (ex officio, voting)
    12. In addition, the House of Delegates may from time to time appoint or authorize the President and CEO to appoint assistant Officers such as an Assistant Secretary or an Assistant Treasurer.
  2. Qualifications. To qualify for and serve as an Elected Officer, a person must be: an Individual Member of the Association, a member of the Council for which he or she serves as a Board Director, employed by, matriculated at, or appointed to a Commission on Dental Accreditation-approved program and satisfy any other Council-specific criteria.
  3. Duties and Responsibilities of Officers
    1. Duties in General. Officers shall have such authority and shall perform such responsibilities as may be provided in these Bylaws or by resolution of the Board of Directors, subject to the control of the Board of Directors. Pursuant to the District of Columbia Nonprofit Code, Officers are expected to discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in a manner the Officer reasonably believes to be in the best interests of the Association; and to disclose relevant known information and any actual or probable material violation of law involving the Association or material breach of duty to the Association by an Officer, employee, or agent of the Association, that the Officer believes has occurred or is likely to occur.
    2. Duties of Specific Officers.
      1. The Chair of the Board shall provide leadership in achieving the Association's mission, objectives, and ongoing business; to serve as presiding Officer of the House of Delegates and Board of Directors; and to supervise all of the affairs of the Association in accordance with the policies and directives approved by the Board of Directors.
      2. The Chair-elect of the Board is to serve in place of the Chair of the Board at the request of the Chair or in the absence of the Chair; and to perform any duties requested by the Chair of the Board.
      3. The Immediate Past Chair of the Board serves in place of the Chair of the Board at the request of the Chair or Chair-elect of the Board, or in the absence of both; to perform any duties requested by the Chair of the Board; to Chair the Finance Committee of the Board of Directors; and to Chair the Nominating Committee for Chair-elect of the Board.
      4. The Secretary shall cause there to be a process managed by the President and CEO for keeping the minutes of all meetings of the Board of Directors including all votes and resolutions adopted and shall cause there to be a process to record all such documents and records (in print or electronically) in a medium kept for that purpose. The Secretary will cause there to be a process managed by the President and CEO for issuing notices of all Board of Directors meetings, filing of all reports required by governmental authorities, and performing such other functions and duties as the Board may from time to time prescribe.
      5. The Treasurer as the Chair of the Finance Committee will cause there to be a process to ensure the safe custody of all funds, securities and assets of the Association and the preparation of financial reports. He or she will cause there to be a process by the Finance Committee to review and approve an annual budget for the Association, conduct regular reviews of the Association's financial statements and progress against the budget, oversee Association investments, review the annual financial audit and reports required by governmental authorities. The Board of Directors may appoint and empower such Assistant Treasurers as shall be required to carry out the purpose of this section.
      6. Each Board Director represents an Association Council and in addition to fulfilling the duties in this subsection, fulfills the responsibilities set forth in Chapter VII (Councils) of these Bylaws. The Board Directors are nominated according to procedures set forth in Chapter VIII (Councils) of these Bylaws.
  4. Nominating and Electing the Chair-elect
    1. Nominating the Chair-elect of the Board. Annually, the Board of Directors shall constitute a Nominating Committee, chaired by the Immediate Past Chair of the Board, to nominate one or more candidates for Chair-elect of the Board. The Committee shall receive and consider nominations from the general membership, Council Administrative Boards, and Delegates, and shall recommend one or more candidates to stand for election. Any member may make nominations according to the timetable and procedures set forth in the Policy on Nominations for Chair-elect of the Board,
    2. Electing the Chair-elect of the Board of Directors. If there is only one candidate for Chair-Elect of the Board, he or she is declared elected at the Opening of the House of Delegates. If there are two or more candidates, the members of the House of Delegates shall cast ballots at the Annual Session and Exhibition during times designated by the Board of Directors. Voting for the Chair-elect of the Board will be conducted by a process determined by the Board of Directors. A majority vote is required for election.
  5. Terms of Office, Succession, Installation, Removal, Filling Vacancies
    1. Terms of Office. The term of office of any Officer shall be as follows but shall not terminate until: (a) the installation of a successor; (b) the effective date of his or her resignation submitted in writing to the Secretary or Chair of the Board; (c) upon his or her death; or (d) upon removal from Office in accordance with the provisions of these Bylaws.
    2. Succession. The Chair-elect of the Board automatically succeeds to the office of Chair of the Board, and the Chair of the Board automatically succeeds to the office of Immediate Past Chair of the Board. The Chair-elect of the Board, Chair of the Board, and Immediate Past Chair of the Board serve one-year terms. After serving a term in any such position, they are ineligible to serve again in any of those offices.
    3. Installation. The other elected Association Officers are installed at the Annual Session and Exhibition at the Closing Session of the House of Delegates. The Board Directors serve a single three-year term, except that the Board Director for Students, Residents, and Fellows shall serve a term of office specified in Chapter VII, Section B.7 of these Bylaws. Board Directors are ineligible to succeed themselves in the same role.
    4. Removal. Any elected Officer may be removed from office, with or without cause, upon a vote of a majority of the Board of Directors Members then in office, whenever in the Board of Directors Members' judgment the best interest of the Association would be served thereby, provided that all the Board of Directors Members have at least 10 days' notice of the proposed removal and the Officer at issue has an opportunity to address the Board of Directors prior to the removal vote either in person, electronically, or via a telephone meeting, as determined in the discretion of the Board of Directors. Any Officer appointed by the Chair of the Board may be removed by the Chair of the Board.
    5. Filling Vacancies.
      1. If either the Chair of the Board or Chair-elect of the Board dies, resigns, or is removed for any reason, the Association's Nominating Committee shall nominate one or more candidates and conduct an election by ballot to fill that vacancy by vote of the last House of Delegates, to be held electronically such as by email or by postal mail, as determined in the discretion and according to procedures set forth by the Board of Directors. A majority of the votes cast is required for election.
      2. If an Immediate Past Chair of the Board dies, resigns, or is removed for any reason, the position remains vacant until the Chair of the Board assumes the office at the next Annual Session and Exhibition, except that the Chair of the Board may appoint the most recent Immediate Past Chair of the Board, if he or she is willing, to serve as the Immediate Past Chair of the Board until the next Annual Session and Exhibition when the Chair of the Board assumes such office.
      3. If a vacancy in the office of Immediate Past Chair of the Board is not filled, the Chair of the Board serves as Chair of the Finance Committee and the Nominating Committee for the Chair-Elect of the Board.
      4. In the event of the death, resignation, or removal of one or more of the Board Directors, the vacancy shall be filled in accordance with the procedures set forth in Chapter VII, Section B.8 of these Bylaws.

Chapter III: Board of Directors

  1. Composition and Function. The Board of Directors is comprised of the Officers of the Association and functions as the Association's Executive Committee.
  2. Powers and Duties. The Board of Directors has the power to engage in the oversight in the business affairs of the Association, including the following powers and duties:
    1. To serve as the Association's Executive Committee;
    2. When the House of Delegates is not in session, to establish ad hoc interim policies, rules, and regulations, provided that such policies are not in conflict with existing Association policy and Bylaws and are presented for review at the next Meeting of the House of Delegates;
    3. To report its actions to the House of Delegates at each Annual Session and Exhibition;
    4. 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;
    5. To nominate: (a) a candidate(s) for ADEA Chair-elect of the Board; (b) candidates for honorary membership; and (c) candidates for membership in other organizations, as well as to appoint representatives to other organizations;
    6. To appoint and evaluate the President and CEO;
    7. To ensure that all accounts of the Association are audited annually;
    8. For each Annual Session and Exhibition, to prepare and submit an annual operating budget for the following fiscal year to the House of Delegates for approval;
    9. To approve sections of the ADEA Governance Policy and Procedures Manual.
    10. To establish branch offices of the Association or change the location of the ADEA Headquarters.
  3. Meetings
    1. Regular Meetings. The Board of Directors normally meets at least four times a year upon at least 10 days' notice, sent electronically or via postal mail, either in person or by teleconference.
    2. Special Meetings. The Chair of the Board of Directors may call a Special Meeting at the request of at least three Board of Directors members, provided that notice of the Special Meeting is sent electronically or via postal mail to each member at least 10 days' before the meeting by the President and CEO. No other business, except that provided for in the call, may be considered unless the members present unanimously agree to consider additional business.
  4. Limited Proxy Use. A Board Director 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 non-voting member of the Board of Directors for that meeting.

Chapter IV: Governance Procedures

The following provisions apply to the members and committees of the House of Delegates and the Board of Directors.

  1. Leadership. The following officials have the described leadership roles at the Meetings of the House of Delegates:
    1. Presiding Officer. The Chair of the Board is the presiding Officer. In the absence of the Chair of the Board, the Chair-elect of the Board is the presiding Officer. In the absence of both, past Chairs of the Board, in reverse order of service, are called on to preside.
    2. Recording Officer. The President and CEO is the recording Officer and custodian of the House of Delegates records. Staff and/or a professional recorder may be used to obtain a record of the House of Delegates proceedings. The President and CEO ensures that a record of the proceedings is published annually in the Association's Proceedings.
    3. Parliamentarian. The President and CEO appoints the Parliamentarian.
  2. Quorum. A majority of the membership of the Board, or any Committee of the Board, constitutes a quorum for the transaction of business for that entity.
  3. Manner of Acting. A majority of the votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these Bylaws.
  4. Alternative Action. Any action required by law to be taken at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by (or sent by electronic means) all of those entitled to vote with respect to the subject matter thereof with the consent effective upon receipt of the last Director's or Delegate's consent, unless the consent form specifies a different effective date. Any requirement in these Bylaws that there be a writing or something in written form is satisfied by email or any form of communication inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
  5. Meetings Held In Whole or Part Through the Use of Telecommunications. Anyone who participates in a governance or committee meeting by means of a conference telephone or other telecommunications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed present in person at such meeting.
  6. Emergency Powers. In an emergency such that a quorum of the Delegates or the Board of Directors cannot readily be assembled because of some catastrophic event, the Board of Directors may modify the lines of succession to accommodate the incapacity of any Director, Officer, employee, or agent and may relocate the principal office, designate alternative principal offices or regional offices, or authorize the Officers to do so, may give notice of a meeting only to those whom it is practicable to reach and may be given in any practicable manner, may designate one or more Association Officers in order of rank and within the same rank in order of seniority to be Directors for a Board of Directors meeting, and may take corporate action in good faith during an emergency to further the ordinary affairs of the nonprofit corporation, which although binding on the Association, shall not be used to impose liability on a Director, Officer, employee, or agent.

Chapter V: Committees

  1. In General. The Board of Directors or House of Delegates, by resolution adopted by a majority of the Directors or Delegates in office, may designate and appoint one or more committees and their members. Each committee that exercises the authority of the Board of Directors or House of Delegates shall be referred to as a Governance Committee, and shall consist of two or more Board of Directors members or Delegates and of only Board of Directors members. Each Governance Committee, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors or House of Delegates in the management of the Association, except that no such committee shall have the authority of the Board of Directors or House of Delegates in reference to: amending, altering, or repealing the Articles of Incorporation or Bylaws; electing, adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the Association; amending, altering or repealing any resolution of the Board of Directors or House of Delegates. Committees that include non-Directors and non-Delegates are considered Advisory Committees.
  2. The Finance Committee. The Finance Committee consists of the Immediate Past Chair of the Board, who is Chair, and the Chair of the Board and Chair-elect of the Board. The Finance Committee is responsible for assisting the President and CEO 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. The Finance Committee meets as requested by the Board of Directors and normally in conjunction with Board meetings. The Finance Committee functions as the Audit Committee.
  3. Nominating Committee. The Nominating Committee consists of the Immediate Past Chair of the Board, who will serve as Chair of the Committee, and seven Board Directors, to nominate one or more candidates for Chair-elect of the Board. The Committee shall receive and consider potential nominations from the general membership, Council Administrative Boards, and Delegates.
  4. Other Standing and Special Committees. The Board of Directors or the House of Delegates may appoint Standing and Special Committees to assist in performing its duties. Committees of the Board of Directors and House of Delegates shall have two or more Directors or Delegates, and Directors must constitute a majority of committee membership. The Board of Directors may also appoint Advisory Committees. Task forces may include any Individual Member and do not require Director membership.

Chapter VI: Membership

  1. General Qualifications — Member Dues. Membership shall be open to individuals and entities that apply for membership, who are interested in and supportive of the purposes of the Association, and that timely remit applicable dues as established by the House of Delegates, within the following categories of membership.
  2. General Rights and Powers. Except as may otherwise be provided by law, the Articles of Incorporation, or by these Bylaws, the number, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of members shall be determined by the Board of Directors. Any right of members to title or interest in or to the Association, its properties and franchises, shall cease and divest upon termination of membership, except that the liability of a member for sums due the Association shall survive such termination, unless otherwise expressly provided by the Board of Directors.
  3. Institutional Membership
    1. Classes, Qualifications, and Obligations. Following are the classes, qualifications, and obligations for Institutional Membership. Institutional Members do not have the right to vote but their representatives have the right to participate in and vote within the Council for which they qualify.
      1. Institutional Members:
        1. To qualify as an active Institutional Member, an entity shall be 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 or Canada and having begun instruction of its first class of dental students, residents or fellows is eligible to apply for Institutional Membership (Canadian dental schools have the option of selecting Institutional Membership or Affiliate Membership).
        2. Applications for Institutional Membership should be presented in writing at least 60 days before an Annual Session and Exhibition. Institutions are elected to membership by a majority affirmative vote of the House of Delegates and their memberships take effect the July 1 following House of Delegates approval.
      2. Provisional Members:
        1. To qualify as a Provisional Member, an entity shall be 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 or Canada is eligible to apply for Provisional Membership (Developing Canadian dental schools have the option of selecting Provisional or Affiliate Membership).
        2. Applications for Provisional Membership should be presented in writing at least 60 days before an Annual Session and Exhibition. Institutions are elected to membership by a majority affirmative vote of the House of Delegates and their memberships take effect the July 1 following House of Delegates approval.
        3. Provisional Members in good standing automatically become Institutional Members upon matriculation of the first class of students.
      3. Affiliate Membership:
        1. The following types of institutions in the United States or Canada are eligible to apply for Affiliate Membership, provided that they are not eligible for Institutional or Provisional Membership and that their dental, advanced dental, and/or allied dental education programs are approved by the Commission on Dental Accreditation. Each location or campus of an institution must have its own Institutional Membership.
          • Canadian dental schools approved by the Commission on Dental Accreditation of Canada.
          • Academic institutions — other than hospitals — conducting advanced dental education programs
          • Hospitals that conduct advanced dental education programs and that are not under the same governance as an Institutional or Provisional Member institution. Hospital programs under the same governance as Institutional or Provisional Member institutions are included in the parent school's Institutional or Provisional Membership
          • The United States Air Force, Army, Navy, Public Health Service, Department of Veterans Affairs, and comparable agencies of the Canadian government
          • Institutions conducting dental hygiene, dental assisting, and dental laboratory technology education programs and:
            • Those programs conducted at the main teaching site of an Institutional or Provisional Member institution but are not under the administrative control of that Institutional or Provisional Member institution; and
            • Those programs under the administrative control of an Institutional or Provisional Member institution and are conducted away from the main teaching site of that Institutional or Provisional Member institution. Such programs must be Affiliate Members in order to belong to the Council of Allied Dental Program Directors.
          • Institutions conducting other dental or allied dental education programs recognized by the Board of Directors.
        2. Applications for Affiliate Membership can be submitted at any time for approval by the President and CEO. Memberships become effective on January 1, April 1, July 1, or October 1 (whichever date first follows approval).
      4. Corporate Membership:
        1. To qualify as a Corporate Member, an entity shall be a company dealing with products and/or services beneficial to dental education and/or dentistry is eligible to apply for corporate membership, and they must not cite Corporate Membership for commercial purposes (e.g., to not imply ADEA endorsement of products and services).
        2. Applications to become a Corporate Member 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.
    2. Forfeiture of Institutional Membership. An Institutional Member forfeits its membership as follows:
      1. Ceasing to meet the membership qualifications specified in Chapter VI, Section C of these Bylaws renders an Institutional Member subject to immediate forfeiture of membership as determined by the President and CEO.
      2. Institutional or Provisional Member institutions in arrears in payment of their dues at an Annual Session and Exhibition forfeit their memberships.
      3. Affiliate or Corporate Member institutions in arrears in payment of their dues more than six months beyond the dues payment date forfeit their memberships.
    3. 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 President and CEO.
  4. Individual Membership
    1. Classes, Qualifications, and Obligations. The classes, qualifications, and obligations of Individual Membership are as follows:
      1. Individual Members:
        1. Any faculty member or other person appointed to or employed by a dental, advanced education, hospital, and/or allied dental education ADEA member institution is eligible to become an Individual Member.
        2. An Individual Membership may be activated at any time during the year. They become effective as soon as the activation is processed and remain in effect for the following 12 months.
      2. Student Members:
        1. Any student, resident or fellow enrolled in a dental school, an advanced dental education program, and/or an allied dental education program in an ADEA member institution is eligible for Student Membership.
        2. 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 member institution.
        3. Ceasing to meet the Student Member qualifications specified in these Bylaws results in immediate forfeiture of Student Membership. However, the individual may then apply Individual Membership.
      3. Retired Members:
        1. Any individual who has completely retired from dental education and dental practice and who has been an Individual Member is eligible to become a Retired Individual Member.
        2. A Retired Membership may be activated at any time during the year. Such memberships take effect as soon as the activation is processed and remain in effect for the following twelve months.
      4. Honorary Members:
        1. 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.
        2. Individuals become Honorary Members by being elected by the affirmative vote from a majority in 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 Members:
        1. Any individual with a demonstrable interest in dental, allied dental, or advanced dental education who is not currently a faculty member, employee, or student, resident or fellow in an ADEA member institution is eligible for Affinity Membership.
        2. Applications for Affinity 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 12 months.
  5. Membership Voting Rights. Members who are on a Council, except for Honorary Members who are non-voting, have voting rights within respective Councils to elect Board Directors and the Administrative Boards of their Councils as provided for in their specific Council procedures and provisions. No class or category of member of the Association shall otherwise have any right to vote, except as may be expressly required by statute or allowed by the Association's Articles of Incorporation or Bylaws.

Chapter VII: Councils

  1. Functions and Rights of the Councils
    1. The Councils represent institutions and programs in each of the Association's member categories, except that the Council of Sections represents the Association's Sections, and they have 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 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 the Annual Session and Exhibition.
    2. Each Council is entitled to representation in the House of Delegates as set forth in Chapter I, Section B above.
  2. Leadership of the Councils — The Administrative Boards
    1. Council Leadership Positions and Duties. 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 Board Director (ex officio).
      1. 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.
      2. 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.
      3. 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 ADEA Headquarters within 60 days after the Meeting; and
        3. To perform any duties requested by the Chair.
      4. It is the duty of Members-at-Large:
        1. To perform any duties requested by the Chair.
      5. It is the duty of Board Directors:
        1. To serve as ex officio Council Officers and to serve as 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.
    2. Qualifications. A person must be an Individual Member of the Association and a member of his or her Council to be eligible to serve on the Administrative Board, with the exception that a Board Director for Sections must have served as a past member or be a current member of the Council of Sections Administrative Board. To be eligible for nomination as Member-at-Large for Sections, an individual must also currently serve or have previously served as a Section Councilor or Section Chair.
    3. Succession. Each year, the Member-at-Large succeeds to the position of Secretary, the Secretary to the position of Chair-elect, and the Chair-elect to the position of Chair, except for the Council of Students, Residents, and Fellows, whose positions are not automatically successive.
    4. Nominations. Before each Annual Session and Exhibition, the Chair-elect and two Council members who are not on the Administrative Board nominate one or more individuals for the position of Member-at-Large (and Board Director if the incumbent Board Director will complete a term at the end of the Annual Session and Exhibition). For the Council of Students, Residents, and Fellows, the Vice-Chair and two Council members who are not on the Administrative Board nominate one or more individuals for the position of Member-at-Large, Secretary, Vice-Chair, Chair, and Board Director. Additional nominations may be made from the floor at the Council's Annual Session and Exhibition meetings.
    5. Election and Appointment. Administrative Board members are elected at the Annual Session and Exhibition. The method of voting is left to the discretion of the Council Chairs. For the Council of Students, Residents, and Fellows, during the Annual Session and Exhibition, the four members of the new Administrative Board appoint a Council member to serve as a Member-at-Large. In the absence of a quorum at the Annual Session and Exhibition, an electronic ballot is issued within 30 days after the Annual Session and Exhibition.
    6. Installation. All Administrative Board members, except Board Directors, are installed at Council meetings held during the Annual Session and Exhibition. Board Directors are installed at the Annual Session and Exhibition at the Closing of the House of Delegates. Administrative Board members who are elected by electronic ballot following the Annual Session and Exhibition are installed immediately.
    7. Terms. All Council Administrative Board members, except Board Directors, serve only one, one-year terms. Board Directors serve three-year terms, except for the Board Director for Students, Residents, and Fellows, 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 Board Director (or three consecutive one-year terms as a Board Director for Students, Residents, and Fellows), and Chair, Chair-elect, Secretary, or Member-at-Large may not succeed himself or herself in any of those positions.
    8. Replacement. An Administrative Board member who ceases to qualify for membership on a Council may continue in that particular position for the duration of his or her term on the Board. An Administrative Board member who completely ceases to be active in dental, advanced dental, or allied dental education no longer qualifies and immediately loses his or her position on the Council. In the event of the death, resignation, or removal of a Council member or a Board Director, then the Council Administrative Board shall appoint a non-Board member of the Council to serve in such position until the next meeting of the Council at the Annual Session and Exhibition, at which an election (in accordance with this Chapter VII, 3 - 8) shall be held to fill the remainder of the term of the office of the Board Director that became vacant by reason of such death, resignation, or removal.
    9. Alternates. Council Administrative Board members may not send alternates to attend Council Administrative Board meetings. Council members unable to attend a House of Delegates Meeting or a Council meeting, or who serve in the House of Delegates 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 of Delegates 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. Corporate Council Administrative Board members unable to attend a House of Delegates Meeting may appoint alternates to represent them; such alternates must be members of the Corporate Council. All Council alternates to the House of Delegates must be selected prior to the Annual Session and Exhibition and be ratified by the appropriate Council prior to the Opening of the House of Delegates.
  3. Meetings of the Councils
    1. Meetings. All Councils meet at the Annual Session and Exhibition and endeavor to meet in the fall season. Administrative Boards plan Annual Session and Exhibition programs and submit program details to the ADEA Headquarters for potential publication in the Annual Session and Exhibition Program. The schedule of Council programs is determined by the Board of Directors. Councils able to provide funding may hold additional conferences between the Annual Session and Exhibition meetings.
    2. Notice.
      1. Any Administrative Board meeting may be called by the Chair or by a majority of the Administrative Board upon seven days' notice. A majority of any Council's Administrative Board constitutes a quorum for the transaction of business for their respective meeting.
      2. A Council meeting may be called by the Administrative Board or by 10 percent of the Council upon 30 days' notice.
    3. Rules. Additional rules for Councils are included in Chapter X (Rules for Councils, Sections, and Special Interest Groups) of these Bylaws.
  4. The Councils of the Association — Membership and Quorum. The Councils of the Association, and their membership, are as follows. All Council members must be Individual Members of the Association.
    1. The Council of Allied Dental Program Directors consists of the following categories of membership:
      1. Individual Members from an Institutional / Affiliate Member institution are eligible for Council membership, can be elected to a Council office, elected to Board Director of Council to serve on the Board of Directors, vote on Council issues, and can serve as Delegates in the House of Delegates. This includes the following:
        1. Director of a Commission on Dental Accreditation-approved Allied Dental Program or Dean, Department Chair; or
        2. Administrator that has oversight of a Commission on Dental Accreditation-approved Allied Dental Program.
      2. Individual Members from an Institutional / Affiliate Member institution are eligible for Council membership, can be elected to a Council office, can vote on Council issues, can serve as a Delegate in the House of Delegates; however, the following individuals are not part of a CODA-approved program and therefore cannot be elected to Board Director of Council to serve on the Board of Directors:
        1. Director of a non-Commission on Dental Accreditation-approved Allied Dental Program in an ADEA member institution; or
        2. Director of an Advanced Allied Dental Education Programs leading to a Master's or Baccalaureate Degree in an Allied Dental Discipline.
      3. Individuals holding Affinity Membership are eligible for Council membership and may participate in selected ADEA meetings and committees; however, they cannot be elected to a Council office or Board Director of Council to serve on the Board of Directors. These individuals are not part of a member institution and are therefore ineligible to vote. This includes the following:
        1. Director of a Commission on Dental Accreditation-approved Allied Dental Program in non-member institutions;
        2. Director of a non-Commission on Dental Accreditation-approved Allied Dental Program;
        3. Director of an Advanced Allied Dental Education Programs leading to a Master's or Baccalaureate Degree in an Allied Dental Discipline at institutions that are not ADEA institution members.
      4. The Quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors is one-fourth of the total membership of the Council.
    2. The Council of Deans consists of the dean (or an alternate) of each Institutional and Provisional Member institution, the chief dental administrator (or an alternate) of each Affiliate Member institution conducting non-hospital-based advanced 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. The Quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors, is a majority of the total membership of the Council.
    3. The Council of Faculties consists of one faculty member (or an alternate) elected by the faculty of each Institutional 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 ADEA Headquarters. The methods of electing members, removing members 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 ADEA Headquarters of the name of its representative by January 1 preceding the Annual Session and Exhibition at which the incumbent faculty member's term ends. The Quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors, is a majority of the total membership of the Council.
    4. The Council of Hospitals and Advanced Education Programs includes: faculty in Commission on Dental Accreditation-approved advanced dental education programs located in ADEA-member institutions; Residents and Fellows in Commission on Dental Accreditation-approved advanced dental education programs located in ADEA-member institutions; and past members of the COHAEP Administrative Board who are appointed to or employed in an ADEA member institution. Eligibility to vote for election to the Council's Administrative Board or for Board Director is limited to Program Directors and/or Chiefs of Service on Commission on Dental Accreditation-approved advanced dental education programs located in ADEA-member institutions. Only Program Directors and Chiefs of Service, or their designees, may vote during Council meetings on Council business. Each program receives one vote. Program Directors or Chiefs of Service in Commission on Dental Accreditation-approved advanced dental education programs located in ADEA member institutions are eligible for election to the Council's Administrative Board or Board Director. The Quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors is one-tenth of the total voting membership of the Council.
    5. The Council of Sections includes the Council of Sections Administrative Board, Section Councilors and Chairs or their alternates, and any former member of the Council's Administrative Board. Alternates for the Councilors and Chairs may only be a current Section Chair-elect or Section Secretary. All Section Officers from each Section and Chairs of each Special Interest Group are eligible to participate in Council business meetings and may vote at those meetings. Section Councilors, Chairs and those who have previously served as a Section Councilor or Chair are eligible for election to the Administrative Board. The Council of Sections Section Councilor is elected by each Section to a three-year term. Councilors may be reelected to one additional three-year term. The quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors, is one-third of the total voting membership of the Council.
    6. The Council of Students, Residents, and Fellows consists of students, residents and fellows representing any of the following types of programs conducted by each Active, Provisional, and affiliate member institution: (a) students, residents and fellows in a program leading to the D.D.S. or D.M.D. degree, (b) students, residents and fellows enrolled in advanced dental education programs, (c) students, residents and fellows in dental hygiene education programs, (d) students, residents and fellows in dental assisting education programs, and (e) students, residents and fellows in dental laboratory technology education programs. The methods of electing members, removing members, and electing new members to fill unexpired terms are left to the discretion of individual member institutions. The quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors, is a majority of those members who attend a meeting at which an election occurs.
    7. The Corporate Council consists of the official representative of each Corporate Member. The Corporate Council has five positions: Chair, Chair-elect, Secretary, Member-at-Large, and Board Director (ex officio). An individual must be a member of the Corporate Council to be eligible for a Corporate Council position. An individual may not hold two or more Corporate Council offices simultaneously. The quorum requirement for the transaction of any Council business, including the election of Members-at-Large and Board Directors, is a majority of the total membership of the Council.

Chapter VIII: Sections

  1. 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. Academic and administrative Sections are periodically asked by the House of Delegates, Board of Directors, Chair of the Board, and President and CEO 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.
  2. Membership in a Section. Each Section consists of any Individual, Student, Affinity Member, Retired, and Honorary ADEA member interested in the Section's particular academic or administrative area. An ADEA member may join any number of Sections, participate in the Section's business affairs, vote, and attend any meeting of a Section to which he or she belongs. To hold office, the ADEA member must also be a member of the Section.
  3. Formation of a Section
    1. To form a new Section, a group must have begun as a special interest group (SIG; see Chapter IX, Section C: Formation of a New SIG). When Section status is desired, the SIG must:
      1. Notify the Chair of the Council of Sections Administrative Board and Council of Sections Staff Liaison of the intent to propose a new Section.
      2. Prepare a proposal to support the case following criteria established by the Council of Sections Administrative Board.
      3. Submit the completed proposal to the Chair of the Council of Sections Administrative Board and the Council of Sections Staff Liaison no later than the designated deadline date.
    2. The Council of Sections Administrative Board considers each proposal to form a new Section at its interim fall meeting.
      1. If the proposal is approved, the Council of Sections Administrative Board forwards the recommendation to the Board of Directors for consideration at its subsequent meeting.
      2. 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 and Exhibition.
      3. Only the House of Delegates has the authority to approve a resolution proposing 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.
    3. 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:
      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.
        1. The Council of Sections Administrative Board forwards a recommendation that a Section be disbanded or merged to the Board of Directors.
        2. 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 and Exhibition.
        3. Only the House of Delegates has the authority to disband a Section or merge Sections.
    4. 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 and Duties: 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.
        1. It is the duty of the Councilor to provide continuity of leadership for the Section and mentoring of new Section Officers; attend the ADEA Annual Session and Exhibition and interim meetings of the Council of Sections; serve as a Delegate in the House of Delegates during the Annual Session and Exhibition; assist in planning, implementing, and assessing Section programs and projects; prepare and submit the Section annual report after each Annual Session and Exhibition to the Council of Sections Staff Liaison; and serve as Section liaison with the Council of Sections Administrative Board.
        2. It is the duty of the Chair to provide leadership in the coordination of Section activities; attend the Annual Session and Exhibition and interim fall meetings of the Council of Sections; chair Section meetings; assist in planning programs for Section meetings; and serve as a Delegate in the House of Delegates during the Annual Session and Exhibition.
        3. It is the duty of the Chair-elect to serve as Chair in the absence of the Chair; attend the ADEA Annual Session and Exhibition and fall meetings of the Council of Sections; perform any Section-related duties requested by the Chair; serve as Chair of the Nominating Committee to select candidates for Section office; and serve as the Program Chair for the Section and be responsible for submitting program proposals on behalf of the Section.
        4. It is the duty of the Secretary to record the minutes of Section meetings and disseminate them to the Section membership; attend the Annual Session and Exhibition and interim fall meetings of the Council of Sections; 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; publish and disseminate a Section newsletter; and perform any Section-related duties requested by the Chair.
      2. 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.
      3. Nominations: Before each Annual Session and Exhibition, 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 business meeting during the Annual Session and Exhibition.
      4. Election: Section Officers are elected at the Section Members' Forum held at the Annual Session and Exhibition. The method of voting is left to the discretion of the Chair.
      5. Installation: All Section Officers take office after the conclusion of the Closing of the House of Delegates at the Annual Session and Exhibition.
      6. 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.
      7. 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.

Chapter IX: Special Interest Groups (SIGs)

  1. 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 not otherwise routinely addressed by an established Section. The structure of a SIG provides an opportunity and provides 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 voting member of the Council of Sections at Council business meetings.
  2. Participation and Membership in a SIG. A SIG consists of any Individual, Student, Affinity Member, 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.
  3. Formation of a New SIG
    1. To form a new SIG, an individual or group must:
      1. 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
      2. Prepare a proposal to support the case following criteria established by the Council of Sections Administrative Board
      3. Submit the completed proposal to the Chair of the Council of Sections Administrative Board no later than the designated deadline date.
    2. The Council of Sections Administrative Board considers each submitted proposal
      1. If the proposal is approved, the Council of Sections Administrative Board forwards its recommendation to the Board of Directors for consideration at its subsequent January meeting
      2. 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.
  4. 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.
  5. Officer and Term of Office. Each SIG must have a Chair, who serves a one-year term. A Chair may serve three consecutive one-year terms if reelected by the members. The SIG may voluntarily form a leadership organizational structure similar to that of a Section (Chair, Chair-elect, and Secretary) for managing the business of the group. The SIG Chair is the only Officer who can vote in the Council of Section's business meetings.
    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.
      1. The duties of the Chair are to: provide leadership in the coordination of SIG activities; attend the Annual Session and Exhibition and interim fall meetings of the Council of Sections; Chair SIG meetings; plan programs for SIG meetings; record the minutes of SIG meetings and disseminate them to the SIG membership; and submit the SIG annual report and business meeting minutes.
      2. If a SIG chooses to have a leadership organizational structure similar to that of a Section, see Chapter VIII, Section C, 4 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, Elections, Terms and Installation. If a SIG has a leadership organizational structure similar to that of a Section, before each Annual Session and Exhibition, the Nominating Committee (Chair-elect and two SIG members who are not Officers) nominates one or more individuals for the office of Secretary. Each year, a Chair is elected to serve a one-year term. Chairs may serve a maximum of three one-year terms. SIG Officers are elected at the SIG business meeting held at the Annual Session and Exhibition. A SIG Officer takes office at the conclusion of the Annual Session and Exhibition. A person may not hold office in more than one SIG simultaneously. SIG Chairs are not eligible to serve as an alternate in the House of Delegates.
    5. Replacement of Vacancy.
      1. 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.
      2. 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.
  6. Establishing a Section from a Special Interest Group
    1. A SIG is eligible to apply for Section status after a minimum of two years of viable leadership and sustainable membership. If the SIG chooses to apply for Section status, it must:
      1. Prepare a proposal to support the case following criteria established by the Council of Sections Administrative Board located in the ADEA Governance Policy and Procedures Manual.
      2. Submit the completed proposal to the Chair of the Council of Sections Administrative Board and the ADEA Staff Liaison to the Council of Sections no later than the designated deadline date.
    2. The Council of Sections Administrative Board considers each proposal that has been submitted.
      1. If the proposal is approved, the Council of Sections' Administrative Board forwards the recommendation to the Board of Directors for consideration at its subsequent meeting.
      2. 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 & Exhibition.
      3. Only the House of Delegates has the authority to approve a resolution proposing establishing a SIG as a Section. Upon approval by the House of Delegates, the new Section begins operation immediately. If the proposal is not approved, the SIG may resubmit its request in a subsequent year.

Chapter X: Rules for Councils, Sections, and SIGs

The above groups, Councils, Sections, and SIGs are hereinafter referred to in this chapter as "component groups" or "groups."

  1. Finances. Records and accounts are maintained at the ADEA Headquarters. Any special allocation or residual amount, which is determined by the Board of Directors and House of Delegates, is available for a group's annual expenditures. The allocated or residual funds may be used by a group for any reasonable expenditure as outlined in the Board of Directors approved policies for such expenses. Reimbursements for approved expenses shall be processed according to Association policy. All group requests for funding from outside organizations must receive prior Board of Directors' approval and be coordinated by the ADEA Headquarters.
  2. Employment. Component groups may not employ an individual except on authorization of the Board of Directors.
  3. Contracts. Component groups may not execute a contract that in any way involves the Association, except on authorization of the Board of Directors.
  4. 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 review and approval by the House of Delegates.
  5. Public Statements. The President and CEO shall serve as the principal spokesperson for the Association along with the Chair of the Board of Directors in dealing with the profession and the public. No one except the President and CEO or someone authorized by the Board of Directors is allowed to issue a public statement on behalf of the Association or any subgroup within the Association.
  6. Communication. Communications dealing with major component group activities or policy should be sent to all group members by the Chair or another Officer. No one except the President and CEO or someone authorized by the Board of Directors is allowed to issue a public statement on behalf of the Association or any subgroup within the Association.
  7. 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. No one except the President and CEO or someone authorized by the Board of Directors is allowed to issue a public statement on behalf of the Association or any subgroup within the Association.
  8. Relations with Other Component Groups. Component group Chairs should refer to the President and CEO 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 President and CEO's office.
  9. 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 President and CEO for his or her records.
  10. Mail Ballots. Component groups are authorized to transact business by mail ballot. Mail ballots may be sent and returned by electronically or via postal mail. 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 vote of the ballots cast is required for approval; and
    4. Ballots not returned within 30 days will not be counted.

Chapter XI: President and CEO

  1. Function and Duties. The President and CEO is the Association's Chief Administrative Officer appointed under contract by the Board of Directors. That contract establishes the tenure of office and salary, and more fully sets forth the duties, which include the following. The President and CEO is expected and empowered to:
    1. Serve as the principal spokesperson for the Association, along with the Chair of the Board of Directors, in dealing with the profession and the public;
    2. Serve as the chief administrator of the ADEA Headquarters and all of its branches;
    3. Provide for the maintenance of the ADEA Headquarters and all property and offices owned or operated by the Association;
    4. Employ and evaluate all members of the Association's staff;
    5. Coordinate the activities of all committees, Councils, Administrative Boards, and other Association component groups;
    6. Approve applications for Affiliate Membership;
    7. Serve as the custodian of all monies, securities, and deeds belonging to the Association;
    8. Prepare financial reports for the Board of Directors;
    9. 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. Cause all employees entrusted with Association funds to be bonded by a surety company and to determine the amount of the bond;
    11. Supervise the publication and distribution of all Association publications;
    12. Determine the time and location of the Annual Session and & Exhibition;
    13. Notify Individual and Institutional Members of annual and special Meetings of the House of Delegates;
    14. Provide a program for the Annual Session and Exhibition;
    15. Present an annual report of the activities of the ADEA Headquarters;
    16. Publish an Annual Proceedings of the Association; and
    17. Perform such other duties as may be determined by the Board of Directors and the Chair of the Board.
  2. Appointment. The President and CEO is appointed by the Board of Directors.
  3. Tenure of Office and Salary. The Board of Directors determines the tenure of office and salary of the President and CEO. No one term may exceed five years.

Chapter XII: Official Publication, Editor, Tenure of Office and Remuneration

  1. 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.
  2. Editor. The Association's Editor is appointed by the Board of Directors. The duties of the Editor are to: consult with the Board of Directors in the selection of the Editorial Review Board; exercise, with the Editorial Review Board, editorial control over the Journal, subject to the policies and procedures established by the Board of Directors and these Bylaws; and perform such other duties as may be determined by the Board of Directors.
  3. 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; however, the Editor may be appointed for more than one term.

Chapter XIII: Representatives to Other Organizations

  1. Nominees for Appointment to the Commission on Dental Accreditation and the Joint Commission on National Dental Examinations. The Board of Directors will recommend a person for appointment by the House of Delegates for each vacancy occurring in the following positions:
    1. The Commission on Dental Accreditation, and;
    2. The Joint Commission on National Dental Examinations.
      Additional nominations may be made from the floor at the Opening of the House of Delegates. If there are additional nominations, the election procedures are the same as those provided in Chapter I of these Bylaws. If there are no additional nominations, nominees are declared elected at the Opening of the House of Delegates.
  2. 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 XIV: Conflicts of Interest

  1. Representing the Association. Individuals who serve in the House of Delegates as Officers, or who 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 SIG 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 Association leaders are:
    1. Expected to avoid placing themselves in a position where personal or professional interests may conflict with their duty to the Association;
    2. Prohibited to use information learned through their position for personal gain or advantage;
    3. Prohibited to obtain for a third party an improper gain or advantage at the expense of the Association;
    4. Obligated to disclose to the President and CEO 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;
    5. Presumed to have a conflict of interest if they, their family, employers, or business associates have an interest that could be an impediment to the loyalty of the Association leader to the Association, with the determination about whether there is a conflict to be resolved by a majority vote of the Board of Directors;
    6. Expected to avoid even the appearance of impropriety while serving the Association;
    7. Shall, in the event of an actual or apparent conflict of interest, disclose all the material facts as to the relationship or interest, shall retire from the room, shall not participate in the deliberation and shall not vote on the matter, which shall enable the remaining Association leaders to make a good faith determination about the proposed transaction or matter, including whether it is fair to the Association. Such a good faith determination about the fairness of the proposed transaction or matter may be made post facto, by a ratification vote.
  2. Record. All actions taken pursuant to any conflict of interest shall are be noted in the meeting minutes. As is necessary to maintain a quorum, Association leaders who have the conflict of interest may be counted in determining the minimum number of decision-makers for such a matter.

Chapter XV: Indemnification and Limitation of Liability

Unless expressly prohibited by law, 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 person who served or is serving the Association as a Director, Officer, committee member, volunteer, partner, trustee, employee, or agent of another entity (i.e., an "Eligible Person") by reason of that Eligible Person's position with or service to the Association:

  1. Shall be indemnified to the extent the Eligible Person was successful, on the merits or otherwise, in the defense of any such proceeding; and,
  2. May be indemnified if the person acted in good faith and reasonably believed in the case of conduct in an official capacity, that the conduct was in the best interests of the Association; and in all other cases, that her or his conduct was at least not opposed to the best interests of the Association; and in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful;
  3. But shall not be indemnified:
    1. In connection with the proceeding by or in the right of the Association (unless it is determined that the person met the relevant standard of conduct under subsection B above); or
    2. In connection with any proceeding with respect to conduct for which the person was adjudged liable on the basis that the person received a financial benefit to which she or her was not entitled, whether or not involving action in an official capacity; and,
  4. With regard to any indemnification, shall be done only after complying with the provisions in the D.C. Nonprofit Corporation Act with regard to the procedures for making determinations about indemnification and the advance of expenses; and,
  5. With regard to any Director or Officer, the indemnification provided by this Article shall not be deemed exclusive of any rights to which any such Director or Officer may be entitled under any statute, bylaw, agreement, vote of the Governing Body or otherwise, and shall not restrict the power of the Association to make any indemnification permitted by law; and provided further that
  6. The Association may in its judgment advance expenses for indemnification to such persons to the fullest extent allowed by law.

Chapter XVI: Parliamentary Authority

  1. In all matters not covered by its Bylaws, this organization shall be governed by the most current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure.

Chapter XVII: Amendments

  1. Procedure to Amend the Bylaws. These Bylaws may be amended at a meeting of the House of Delegates being held in association with an Annual Session and Exhibition by a two-thirds vote of the House of Delegates, provided the proposed amendment is presented in writing to the House of Delegates prior to or during the meeting.
  2. Procedure to Amend the Articles of Incorporation. The Articles of Incorporation of the Association may be amended at a meeting of the House of Delegates being held in association with an Annual Session and Exhibition by a two-thirds vote of the Delegates, provided the proposed amendment is presented in writing to the House of Delegates.

Chapter XVIII: Additional Provisions and Association Rules

  1. Fiscal Year. The Association's fiscal year runs from July 1 through June 30.
  2. Corporate Seal. The official seal of the Association shall have inscribed thereon the name of the Association and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, stamped, or otherwise made, placed or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.
  3. Advisory Boards. The House of Delegates or Board of Directors may establish one or more Advisory Boards, without governing power or authority, to serve as a resource to them by providing advice, assistance, expertise, and support for the advancement and promotion of the mission of the Association. They may appoint a Chair of any such Advisory Board who may be authorized to serve as an ex officio, non-voting member of either the House of Delegates or Board of Directors, as the case may be.