The Minnesota Academy for Comprehensive Dentistry

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By-Laws

AMENDED AND RESTATED BY-LAWS
OF THE
MINNESOTA ACADEMY FOR COMPREHENSIVE DENTISTRY




CHAPTER I
NAME

This corporation, the “Minnesota Academy for Comprehensive Dentistry”, shall
hereafter be referred to as the “Academy”.


CHAPTER II

BOARD OF DIRECTORS

Section 1. Membership. The Academy shall have a Board of Directors, which shall
consist of the following:

A. The officers of the Academy,
B. Two (2) Directors-at-Large to be elected by the members,
C. The Immediate Past President of the Academy, and
D. The Program chair.
E. Additional directors may be elected or directorships may be eliminated
from time to time by the vote of a majority of the voting members, but in no
event shall the number of directors of this corporation be less than three.

Section 2. Each member of the Board of Directors must be an Active member of the
Academy.

Section 3. Duties

A. The Board of Directors shall formulate policies to be submitted to the
Academy for approval and shall execute such policies as the Academy
may adopt.
B. The Board of Directors shall take responsibility for development of a
program to carry out the purpose and aims of the Academy.
C. The annual budget for the upcoming year will be prepared and approved
by the Board of Directors and submitted to the Academy membership for
approval at the last general membership meeting of the fiscal year.
D. The Board of Directors shall have authority to authorize appropriation of
funds to conduct the business and policies of the Academy.
E. Annually, at the direction of the Board of Directors, the Auditor shall audit
the financial records of the Academy and file a report with the Board of Directors.
F. Such other duties as may be set from time to time by the vote of a majority
of the voting members.

Section 4. Meetings.

A. The Board of Directors shall meet on call of the President, or any two
directors, and may also meet regularly at times determined by the Board
of Directors.
B. Notice. Notice of any meeting of the Board of Directors stating the time,
place and purpose thereof shall be given by the Secretary by mailing the
same to each director at his or her residence or business address at least
ten (10) days before the meeting. Notice may be communicated by United
States mail, electronic mail, telephone, telegram, telecopy or by personal
service; provided, however, that notice of a given meeting must be
communicated to each director by the same means of communication.
Any director may waive notice of a meeting before, at or after the meeting,
in writing or by attendance. Any director who waives notice of a meeting
and attends such meeting shall be counted for purposes of determining
whether a quorum is present. Attendance at a meeting is deemed a
waiver unless the director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the
item may not lawfully be considered at that meeting, and the director does
not participate in the consideration of the item at that meeting.
C. Quorum. A majority of the directors currently holding office and present at
a meeting shall constitute a quorum for the transaction of business. In the
absence of a quorum, a majority of the directors present may adjourn a
meeting from time to time until a quorum is present and any business
which might have been transacted at the adjourned meeting may be
transacted at that meeting. If a quorum is present when a duly called or
held meeting is convened, the directors present may continue to transact
business until adjournment, even though the withdrawal of a number of
directors originally present leaves less than the number otherwise required
for a quorum. When a meeting of the Board of Directors is adjourned to
another time or place, notice of the adjourned meeting need not be given
other than by announcement at the meeting at which adjournment is
taken.
D. Voting. Only directors present in person at the meeting may vote.
Participation in a meeting by any means of communication through which
such person, other persons so participating, and all persons physically
present at the meeting may simultaneously hear each other during the
meeting constitutes presence in person at the meeting. There shall be no
cumulative voting nor any voting by mail. Each director shall be entitled to
only one vote on any matter brought before any meeting of the Board of
Directors. A majority vote of the directors present at any meeting, if there
be a quorum, shall be sufficient to transact any business, unless a greater
number of votes is required by law, the Articles of Incorporation or these
Bylaws. A director shall not appoint a proxy for himself or herself or vote
by proxy at a meeting of the Board of Directors. A director who is present
at a meeting of the Board of Directors when an action is taken is
presumed to have assented to the action unless the director votes against
the action or is prohibited from voting on the action.
E. Action without a meeting. Any action required or permitted to be taken at
a meeting of the Board of Directors may be taken by written action signed
by the number of directors that would be required to take the same action
at a meeting of the Board of Directors at which all directors were present.
The written action shall be effective when signed by the required number
of directors, unless a different effective time is provided in the written
action, and all directors shall be notified immediately of its text and effective
date. Failure to provide such notice shall not invalidate the written action.
Section 5. Resignation, Removal and Vacancies.
A. Resignation. A director may resign at any time by giving written notice to
this corporation. The resignation shall be effective without acceptance
when the notice is given to this corporation, unless a later effective time is
specified in the notice.
B. Removal. A director may be removed at any time, with or without cause,
by the affirmative vote of a majority of the number of voting members of
the Academy present and voting at a special meeting called for that
purpose.
C. Vacancies. Any vacancy occurring on the Board of Directors may be filled
by the affirmative vote of a majority of the voting members of the
Academy. Vacancies on the Board of Directors resulting from newly
created directorships may be filled by the affirmative vote of a majority of
the voting members of the Academy. A director elected to fill a vacancy
shall hold office until a qualified successor is elected at the next annual
meeting of the members of the Academy, or until his or her earlier death,
resignation, removal or disqualification.


CHAPTER III
OFFICERS

Section 1. The officers of the Academy shall be: President, President-Elect, Vice
President, Secretary, Treasurer, such other officers as the members may
from time to time designate, and when serving, Secretary-Elect and
Treasurer-Elect. Elected officers of the Academy must be Active
members. The duties of each office is described below. In addition to the
described duties, each officer shall perform such other duties as may be
assigned to him or her from time to time by the Board of Directors.

Section 2. President
A. The President shall preside at all business meetings of the Academy and
all meetings of the Board of Directors and shall perform all other duties
usually pertaining to the office.
B. The President shall be an ex-officio member of all committees, except the
Nominating Committee. The President shall annually appoint one
member to serve as Historian and one member as Auditor.
C. The President upon approval of the Board shall fill any position(s) vacated
before the end of the term of the position.

Section 3. President-Elect
A. The President-Elect shall assist the President in the performance of
his/her duties.
B. The President-Elect shall preside at the meetings of the Academy in the
absence of the President and shall succeed to the office of President if the
President is unable to fulfill his/her duties.

Section 4. Vice President
A. The Vice President shall assist the President, study the organization and
projects of the Academy and prepare for the office of President.
B. The Vice President shall, immediately after election to the office of Vice
President, select a member who will be Program Committee Chairperson
when the newly elected Vice President becomes President of the
Academy. This person will serve on the Program Committee.
Additionally, the Vice President shall appoint one member to each of the
committees listed in Ch V. Sec 3-7.

Section 5. Secretary
The Secretary shall keep all current records of the Academy, keep on file
minutes, meeting notes, reports of audits, other documents of importance
or historical interest to the Academy, and shall perform such other duties
as usually pertain to the office.

Section 6. Treasurer
A. The Treasurer shall collect and receive all dues and money owing to the
Academy and shall pay all bills and make all other disbursements of the
funds of the Academy and shall perform such other duties as usually
pertain to the office.
B. The Treasurer shall present the books of the office for audit within thirty
(30) days after the end of the fiscal year, and present the financial
statement of the Academy for the preceding year at the September
meeting of the Academy.

Section 7. Secretary-Elect
A. The duties of the Secretary-Elect are to assist the Secretary and become
proficient in all the duties necessary to perform as the Secretary.
B. The Secretary-Elect shall take over the duties of the Secretary when the
Secretary is absent.
Section 8. Treasurer-Elect
A. The duties of the Treasurer-Elect are to assist the Treasurer and become
proficient in all the duties necessary to perform as the Treasurer.
B. The Treasurer-Elect shall take over the duties of the Treasurer when the
Treasurer is absent.


CHAPTER IV

NOMINATIONS AND ELECTIONS OF DIRECTORS AND OFFICERS

Section 1. Nominations.
A. The Nominating Committee shall present the names of those nominated
for officers and Director-at-Large to the Academy at the last regular
meeting of each year preceding the Annual Meeting.
B. Nominations may also be made from the floor by any Active member at
the Annual Meeting provided the consent of the person nominated has
been secured.

Section 2. Elections
A. At the Annual Meeting of the Academy in the Spring of each Year, the
Active members present shall vote by ballot and shall elect the Director-at-
Large, the Vice President, and every third year the Secretary-Elect and
Treasurer-Elect for the ensuing year.
B. The President-Elect shall succeed to the office of President on July 1 of
the year following the year of his/her term as President-Elect, and shall
serve as President for one year thereafter. If the President-Elect should
be unable or unwilling to serve as President of the Academy at said time,
then the Vice-President shall succeed to the office of President.
C. The Vice-President shall succeed to the office of President-Elect on July 1
of the year following his/her term as Vice President and shall serve as
President-Elect for one year thereafter.
D. The Directors at Large shall serve for a period of two (2) years from July 1
of the year in which elected. One Director at Large shall be elected each
year.
E. The Secretary-Elect’s term shall be concurrent with the Secretary’s third
(3rd) and final year of office. The Secretary-Elect shall succeed to the
office of Secretary on July 1st of the year following their term as Secretary-
Elect and shall serve as Secretary for three (3) years.
F. The Treasurer-Elect’s term shall be concurrent with the Treasurer’s third
(3rd) and final year of office. The Treasurer-Elect shall succeed to the
office of Treasurer on July 1st of the year following their term as Treasurer-
Elect and shall serve as Treasurer for three (3) years.
G. Only Active members of the Academy in good standing are entitled to
vote.


CHAPTER V
COMMITTEES

Section 1. General. The Academy shall have the standing committees listed below.
In addition, by a resolution approved by the affirmative vote of a majority
of the directors currently holding office the Board may establish
committees having the authority of the Board of Directors in the
management of the business of this corporation to the extent provided in
the resolution. Committees shall be subject at all times to the direction
and control of the Board of Directors. The provisions of Chapter II,
Sections 4 and 5 of these Bylaws shall apply to committees and members
of committees to the same extent as those sections apply to the Board of
Directors and directors. Minutes, if any, of committee meetings shall be
made available upon request to members of the committee and to any
member.

Section 2. Program Committee.
A. The Program Committee shall develop a scientific program and propose a
budget annually for approval by the Board of Directors.
B. Composition. Each member of this committee will serve for three (3)
years. The committee will consist of six (6) members as follows:
a. President and his/her Program Chair
b. President-Elect and his/her Program Chair
c. Vice President and his/her Program Chair

Section 3. Communication Committee. The Communications Committee shall
promote and maintain communication within the membership and with the
larger dental community.

Section 4. Futures Committee. The futures Committee shall evaluate and continue
to project new directions for MACD.

Section 5. Membership Committee. The Membership Committee shall promote the
addition of new members and shall also review and approve all
membership applications in accordance with Chapter VI of the By Laws
and submit proposed names to the membership.

Section 6. Nominating Committee. The Nominating Committee shall nominate
members to fill upcoming vacancies in elective positions and shall present
the names of the nominees to the membership for election at the last
regular meeting preceding the Annual meeting.

Section 7. Social Committee. The Social Committee shall promote the social
aspects of MACD and plan the year-end social event.

Section 8. Auditor. The Auditor shall review the financial records of the organization
and file a report with the Board of Directors.

Section 9. Historian. The Historian shall maintain the archives of MACD and update
them as needed.

Section 10. Committee Composition and Succession
A. All committees unless otherwise specified will have three (3) members.
B. The term of office shall be three (3) years.
C. The incoming Vice President shall appoint one new member to each
committee who then will become chair person when the appointing Vice
President becomes President.


CHAPTER VI
MEMBERSHIP

Section 1, The Academy shall have members with the rights, privileges and
responsibilities as set forth below, and as may be amended from time to
time by the membership. The types of membership shall be Active, Life,
and Honorary.

Section 2. A candidate for membership must be a dentist or dental laboratory
technician who subscribes to the Principles of Ethics and Code of
Professional Conduct of the American Dental Association to guide their
professional conduct. The candidate must have attended at least one
meeting of the Academy.

Section 3. Procedure for Membership
A. Active
a. The name of a candidate for active membership shall be proposed to
the Secretary of the Academy by letter from one (1) member. The
applicant will fill out an application, including curriculum vitae as
provided from the Secretary.
b. The name of a candidate, properly proposed to the Secretary of the
Academy, shall be referred to the Membership Committee.
c. Upon approval of the candidate by a majority of the Membership
Committee, the Secretary shall send a copy of the letter of
recommendation and candidate’s name and address to all members of
the Academy soliciting any comments at least one week prior to the
next meeting of the Academy's Board of Directors. These comments
will be due to the Secretary prior to the next Academy's Board of
Directors meeting.
d. At the first meeting of the Academy's Board of Directors after
distribution of the candidate’s application for membership, responses
sent to the secretary will be read to the Board of Directors and the
current Board of Directors present shall vote by secret ballot on the
candidate(s) proposed for Active membership in the Academy. Two
(2) or more “nay” votes shall reject the applicant.
e. The Secretary shall immediately give the candidate written notice of
such election results.
f. A membership certificate, signed by the President and Secretary shall
be issued to every newly elected Active member.
B. Life
a. An Active member of the Academy in good standing shall be eligible
for Life membership in the Academy if the member is unable to
regularly attend the meetings of the Academy due to health reasons, or
the member is no longer in active practice.
b. An Active member who desires to become a Life member of the
Academy shall present a written request for Life membership to the
Board of Directors.
c. The unanimous consent of those members of the Board of Directors
present and voting shall be required for the granting of Life
membership to an Active member of the Academy.
d. The Secretary shall immediately give written notice to a member of the
Board’s action upon his/her request for Life membership.
e. The names of the Life members of the Academy shall be maintained
on the regular mailing list and Life members shall receive all notices of
the Academy.
f. Life members may attend all meetings and will have discussion
privileges but no voting privileges.
g. Life members shall be exempt from payment of all dues and
assessments of the Academy but shall pay the meal cost for any
meeting attended.
C. Honorary
a. The name of a candidate for Honorary membership shall be proposed
to the Secretary of the Academy by letter from five (5) members, one
of which shall give a biographical sketch and profile of dental activities
and qualifications.
b. The name of a candidate, properly proposed to the Secretary of the
Academy, shall be referred to the Membership Committee.
c. Upon approval of the candidate by a majority of the Membership
Committee the Secretary shall send a copy of the letters of
recommendation for Honorary membership to all members of the
Academy soliciting any comments.
d. At the first meeting of the Academy after distribution of the letters of
recommendation for Honorary membership, responses sent to the
secretary will be read to the membership and the Active members
present shall vote by secret ballot on the candidate proposed for
Honorary membership in the Academy. Three (3) or more “nay” votes
shall reject the applicant.
e. The Secretary shall immediately give the candidate written notice of
such election results.
f. The names of the Honorary members of the Academy shall be placed
on the regular mailing list and the Honorary members shall receive all
notices of the Academy.
g. Honorary members may attend all meetings and will have discussion
privileges but no voting privileges.
h. Honorary members shall be exempt from payment of all dues
and assessments of the Academy but shall pay the meal cost for
any meeting attended.

Section 4 Privileges and Responsibilities
A. New members are encouraged to present a lecture or table clinic to the
membership within two (2) years after having been elected a member of
the Academy.
B. Temporary Leave of Absence
1. Any member in good standing may request a temporary leave not to
exceed one (1) year. If temporary leave is approved, dues will be waived
for that time period. A member may ask for an extension of the temporary
leave, but dues payment would be required in every year after the first
year of leave. The total length of leave is not to exceed three (3) years.
2. Request for leave of absence must be submitted in writing to the Board
of Directors for approval. The Board’s decision will be made at its next
meeting. Notice of the Board’s decision will be made to applicant within
one (1) week of the decision.
3. A member on leave will be automatically reinstated one (1) year from
the date of approval of the leave of absence, foregoing the procedures
outlined in Chapter VI, Sect 3. A.
4. Leaves will be granted judiciously considering only special
circumstances with the applicant’s need and the Academy’s well-being in
mind. Decisions related to the particulars of a request for temporary leave
(i.e., timing of said request, dues, payments, etc.) will be made by the
Board.
C. Resignation. Any member in good standing may terminate his/her
membership in the Academy by presenting a letter of resignation to the
Secretary at any time.


CHAPTER VII
DUES AND ASSESSMENTS

Section 1. An Active member of the Academy shall pay annual dues payable
September first.

Section 2. The dues shall be determined by the voting members present at a
regularly scheduled meeting.

Section 3. The Board of Directors may levy additional assessments upon the active
members of the Academy when it deems such assessments necessary
and after such assessments have been approved as authorized by a twothirds
vote by the Active members present at a meeting, the notice of
which has stated the proposed assessments and the intention to have a
vote thereon.

Section 4. A member who has failed to pay dues or assessments within three months
after they are due shall be automatically suspended from the Academy
with loss of voting rights and notified in writing of the suspension. Upon
full payment of all arrears of dues and assessments within six months
after they are due, the suspended member shall be automatically
reinstated.

Section 5. A member who fails to pay dues or assessments within six months after
they are due shall automatically cease to be a member of the Academy.

Section 6. Dues for members joining after the start of the fiscal year shall be prorated
based on the number of meetings remaining for the year.


CHAPTER VIII
MEETINGS OF THE MEMBERS

Section 1. Regular Meetings. There will be a minimum of four meetings of the
Academy members, as planned by the Program Committee.

Section 2. Annual Meeting. The Annual Meeting of the members shall be held in the
spring at a date specified by the Board of Directors.

Section 3. Special Meetings. The President shall call a special meeting of the
members whenever five (5) members submit a written request to the
President for a special meeting or the Board of Directors requests a
special meeting. The Secretary shall give notice of special meetings to all
members of the Academy at least seven days before the date thereof.

Section 4. Quorum. Fifty percent (50%) of the Active members of the Academy shall
constitute a quorum for the transaction of business. For the purposes of
determining a quorum attendance records shall be kept by the Secretary.

Section 5. Any action required or permitted to be taken at a meeting of the members
may be taken without a meeting by written action signed by the number of
members that would be required to take the same action at a meeting of
the members at which all members were present.

Section 6. Guests. Only members of the Academy shall ordinarily be allowed to
attend meetings of the Academy. Guests shall be permitted to attend
meetings only by invitation of a member of the Academy with notification
given to the Secretary.


CHAPTER IX
RULES OF ORDER

Section 1. The business meetings of the Academy shall be governed by the most
recent edition of Sturgis’ Rules of Order in all cases in which they are
applicable and in which they are not inconsistent with the laws of the State
of Minnesota, the Articles of Incorporation, or By-Laws of the Academy.
Section 2. The order of business at meetings shall ordinarily be as follows:
A. Call Meeting to Order
B. Reading and approval of minutes
C. Treasurer’s Report
D. Correspondence
E. Report of Committees
F. Election of Members
G. Unfinished Business
H. New Business
I. Election of Officers
J. Adjournment


CHAPTER X
COMMUNICATIONS

Communication from the Academy and Board of Directors shall be by United
States mail, electronic mail, telephone, telegram, telecopy or personal service. It
is the member’s responsibility to inform the secretary of changes in contact
information.


CHAPTER XI
AMENDMENTS

Section 1. Methods. These By-Laws may be amended in the manner hereinafter
prescribed by the members of the Academy or by the Board of Directors,
acting pursuant to authorization by the membership, to include or omit any
lawful provision consistent with the purposes of the Academy.

Section 2. Amendment by membership. The Board of Directors may propose an
amendment to the By-Laws by resolution setting forth the proposed
amendment and directing that it be submitted for adoption at a meeting of
the members. Notice of the meeting and of the proposed amendment
shall be given to each member at least thirty days in advance of the
meeting. The proposed amendment shall be adopted if it is approved by
two-thirds (2/3) of the voting members present at the meeting held
pursuant to such notice.

Section 3. Amendment by Board of Directors. The Active members of the Academy
may, by a majority vote at any meeting duly called for that purpose,
authorize the Board of Directors to exercise the power of amending the
By-Laws, either generally or with reference to a particular subject or
subjects. When the members have so authorized the Board of Directors
to amend the By-Laws, the Board of Directors may amend the By-Laws by
a two thirds vote of those present at any meeting provided that due notice
of the meeting and of the proposed amendment shall have been given to
all of the Directors.

Section 4. Authentication. When any amendment to these By-Laws has been duly
adopted, the President and Secretary shall execute and acknowledge a
certificate setting forth the amendment and the manner of its adoptions,
and the amendment shall thereupon become effective.


CHAPTER XII
Standards of Care and Conflicts of Interest

Section 1. Duty of Good Faith. It is the responsibility of each director, officer and
agent of this corporation to discharge his or her duties as a director, officer
or agent in good faith, in a manner the person reasonably believes to be in
the best interests of this corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar
circumstances. Directors, officers and agents shall at all times abide by
the terms and conditions of any policies and rules governing directors,
officers and agents of this corporation.

Section 2. Conflict of Interest; Material Financial Interest. A contract or other
transaction between this corporation and one or more of its directors,
officers or agents or between this corporation and an organization in or of
which one or more of this corporation's directors, officers or agents are
directors, officers, agents or legal representatives have a material financial
interest, is not void or voidable because the director, officer or agent or the
other organizations are parties or because the director, officer or agent are
present at the meeting of the Board of Directors or a committee at which
the contract or transaction is authorized, approved or ratified, if: The
material facts as to the contract or transaction and as to the director, officer
or agent or director’s, officer’s or agent’s interests are fully disclosed or
known to the Board or committee, and
the Board or committee authorizes, approves or ratifies the contract or
transaction in good faith by a majority of the Board or committee, without the
interested director or directors being counted in determining the presence of
a quorum and without the interested director or directors voting on the
matter. For the purpose of this section a director, officer or agent has a
material financial interest in each organization in which that person, or that
person’s spouse, parents and spouses of parents, children and spouses of
children, brothers and sisters and spouses of brothers and sisters, or any
combination of them have a material financial interest. Failure to comply
with the provisions of this section shall not invalidate any contract or
transaction to which this corporation is a party. This section does not
authorize any “excess benefit transaction” as defined in Section 4958 of
the Internal Revenue Code of 1986, as amended.


CHAPTER XIII
Miscellaneous

Section 1. The book of guidelines shall serve as a guide to the operation of the
Academy in areas not addressed in the By Laws.

Section 2. Fiscal Year. The fiscal year of the Academy shall be from July 1 through
June 30.

Section 3. Applicable Law. The Academy has been formed under and pursuant to
the provisions of Chapter 317A of the Minnesota Statutes. All references
in these Bylaws to Chapter 317A shall mean and include such chapter as
currently enacted or hereafter amended.


ACKNOWLEDGMENT

The undersigned officer of the Academy, does hereby certify that the foregoing
Bylaws were adopted as the complete Bylaws of this corporation by its members at a
duly called meeting of the members at which a quorum was present, on
________________________, 20____.
__________________________
Title:


ACKNOWLEDGMENT of AMENDMENT

The undersigned officer of the Academy, does hereby certify that the foregoing
Bylaws were amended and adopted as the complete Bylaws of this corporation by its
members at a duly called meeting of the members at which a quorum was present, on
________________________, 20____.
__________________________
Title:



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