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
A. 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:
a) To enact and, where appropriate, enforce policies of
the Association;
b) To approve all resolutions in the name of the
Association;
c) To elect Active, Provisional, and Honorary Members;
d) To approve changes to the Bylaws, Policy Statements,
and Position Papers;
e) To approve new sections;
f) To approve the Association’s operating budgets;
g) To establish branch offices of the Association or
change the location of the ADEA Headquarters;
h) To elect the Chair-elect of the Board of Directors of
the Association;
i) To elect nominees for representation in other
organizations when so requested; and
j) 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.
B. 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
a) All
members of the Council of Deans serve as Delegates to the House of Delegates.
b) All members of the Council of Faculties serve as
Delegates to the House of Delegates. Members are elected or appointed by their
institution.
c) 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.
d) 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.
e) 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.
f) 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.
g) The
Corporate Council Delegates to the House of Delegates consist of the Council’s
Administrative Board.
C. 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.
a) 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.
b) 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.
a) 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.
b) 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.
c) 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.
d) 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.
e) 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.
f) 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.
g) 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.
h) 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
A. 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.
B. 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.
C. 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.
a) 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.
b) 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.
c) 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.
d) 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.
e) 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.
f) 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.
D. 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.
E. 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.
a) 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.
b) 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.
c) 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.
d) 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
A. Composition and Function. The
Board of Directors is comprised of the Officers of the Association and
functions as the Association’s Executive Committee.
B. 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.
C. 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.
D.
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.
A. 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.
B.
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..
C.
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.
D.
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.
E.
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.
F.
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
A.
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.
B.
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.
C.
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.
D. 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
A. 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.
B.
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.
C.
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.
a) 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.
b) 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.
c) 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).
d) 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 his or her membership as follows:
a) 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.
b) Institutional or Provisional Member institutions
in arrears in payment of their dues at an Annual Session and Exhibition forfeit
their memberships.
c) 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.
D. Individual Membership
1.
Classes, Qualifications, and
Obligations. The classes, qualifications, and
obligations of Individual Membership are as follows:
a) 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.
b) 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.
c) 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.
d) 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.
e) 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.
E. 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
A. 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:
a) To represent its constituency within
the Association and at the member institutions;
b) 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;
c) To exchange information among its
members with other ADEA component groups and among member institutions;
d) To work with other ADEA component
groups to encourage coordinated approaches to dental health care delivery;
e) To identify and provide consultation
on projects, studies, and reports that will benefit the membership;
f) To introduce resolutions to the Board
of Directors and/or House of Delegates; and
g) 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.
B. 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).
a) 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) 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) 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.
d) It is the duty of Members-at-Large:
1. To perform any duties requested by the Chair.
e) 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.
C. 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.
a)
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.
b)
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.
D.
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:
a) 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.
b) 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.
c) 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.
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
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. 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.
B. 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.
C. 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:
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 the designated deadline date.
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 subsequent 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 and Exhibition.
c) 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:
a) The Administrative Board may impose
corrective actions, including probation, for those Sections that fail to submit
annual reports or perform prescribed functions.
b) 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.
a) 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.
b)
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.
c)
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.
d)
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.
e)
Installation: All Section Officers take office after the conclusion of the Closing of the
House of Delegates at the Annual Session and Exhibition.
f)
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.
g)
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)
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 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.
B. 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.
C. Formation of a New SIG
1. To form a new SIG, 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 no later than the
designated deadline date.
2. The Council of Sections Administrative
Board considers each submitted proposal
a) 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
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.
D. 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.
E. 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.
a) 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.
b) 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.
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.
F.
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:
a) 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.
b) 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.
a. 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.
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 & Exhibition.
c. 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.”
A. 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.
B. Employment. Component groups may not employ an individual except on
authorization of the Board of Directors.
C. Contracts. Component groups may not execute a contract that in any way
involves the Association, except on authorization of the Board of Directors.
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 review and approval by the House of Delegates.
E. 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.
F. 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.
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. 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.
H. 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.
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 President and CEO for his or her records.
J. 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
A. 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.
B. Appointment. The
President and CEO is appointed by the Board of Directors.
C. 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
A. 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.
B. 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.
C. 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
A.
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.
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 XIV:
Conflicts of Interest
A.
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.
B.
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:
A. Shall
be indemnified to the extent the Eligible Person was successful, on the merits
or otherwise, in the defense of any such proceeding; and,
B. 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;
C. 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,
D. 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,
E. 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
F. The
Association may in its judgment advance expenses for indemnification to such
persons to the fullest extent allowed by law.
Chapter
XVI: Parliamentary Authority
A. 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
A. 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.
B. 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
A.
Fiscal Year. The
Association’s fiscal year runs from July 1 through June 30.
B.
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.
C.
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.