REVISED - these revised by laws have yet to be ratified by a quorum and a 2/3 of the membership vote
BYLAWS OF THE BEVERLY HILLS ACADEMY OF DENTISTRY
2012
ARTICLE I
ORGANIZATION
Section 10. Name:
The name of this society shall be the Beverly Hills Academy of Dentistry, hereinafter, referred to as the Academy.
Section 20. Purpose:
The purpose of this society shall be the advancement of the art and science of dentistry and medicine, the encouragement of clinical and experimental dentistry and medicine and its allied sciences, the upholding of the ethics of the professions and the promotion of good fellowship among its members.
Section 25. The Crest and Motto:
The crest of the Academy will be a caduceus with a white arrow tipped staff, with coiled sable serpent erect on equal palm fronds vert proper all on a field purpure enclosed by a Greek Delta, all encircled by the words commencing sinisterly “BEVERLY HILLS” dexterily “ACADEMY OF” and inferiorly with “DENTISTRY”, and all set above an equal escutcheon with a centered panel with the date of foundation indicated by “Est.1941 ” and equal lateral folds containing the motto. "Pro Scientia" sinister, and "Ethica et Amicitia" dexterily
The motto of the Academy will be: “Pro Scientia Ethica et Amicitia” for Science, Ethics and Friendship.
Section 30. Place of Business:
The principle place of business shall be Beverly Hills, California.
Section 40. Geographical Boundaries:
The Beverly Hills/West Los Angeles area is defined as follows: the Pacific Ocean on the west; Washington Blvd. to the south; La Brea Ave. on the east; and to the north, Mulholland to the San Diego freeway, Sunset Blvd. to the ocean and including the Pacific Palisades. These boundaries would be applicable only to new members--present members would not be affected.
Section 50. Number of Members:
The number of regular members shall be determined by the Board of Directors.
Section 60. Governance:
The administrative and managerial body of this Academy shall be the Board of Directors, hereinafter referred to as “the Board.”
ARTICLE II
MEMBERSHIP
Section 10. Classification:
The membership of this Academy shall consist of the following:
A. Active
B. Associate
C. Honorary
D. Life
E. Fellow
Section 20. Definition of “In Good Standing”:
A member of the Academy who (1) subscribes to, and adheres to and is bound by the Bylaws and the current Principle of Ethics and Code of Professional Conduct of the American Dental Association and the Current Code of Ethics of the California Dental Association (ADA/CDA Code of Ethics); (2) is not under any disciplinary sentence; and (3) is not delinquent in the payment of current dues and fees, shall be “In Good Standing”.
Section 30. Qualifications, Rights and Privileges:
A. Active Members shall:
1. Be a licensed practitioner of dentistry practicing within the boundaries of this
Academy .
2. Be in compliance with the ADA/CDA code of ethics.
3. Have no pending disciplinary actions by the Dental Board of California.
4. Must have practiced in the Beverly Hills/West Los Angeles area for at lease five (5)
years and must have attended two or more Academy meetings as a guest or
associate member prior to nomination for membership.
5. Pay dues.
6. Have all the rights and privileges of the Academy, including the right to vote
and hold office.
7. Have the right to attend any board meeting or standing committee meeting in an
advisory capacity, subject to requirements established in Section 40 of
these bylaws.
B. Associate Members shall:
1. Be a licensed practitioner of dentistry practicing within the boundaries of this
Academy.
2. Compliance with the ADA/CDA code of ethics.
3. Have no pending disciplinary actions by the Dental Board of California.
4. Must have practiced in the Beverly Hills/West Los Angeles area for at least three (3)
years prior to nomination for membership.
5. Pay dues at the same rate as the active member.
6. Not be entitled to vote or hold office or nominate new members.
7. May invite guests at the guest fee determined by the Board
8. Be reviewed annually for change of status that would qualify them to be eligible for
election to active membership.
C. Honorary Members shall:
1. Be members of the dental, medical or allied health professions or other persons who have made outstanding contributions to the advancement of their respective professions. This class shall includes those who do not meet the criteria for active membership, such as five years in practice or office location outside the Academy’s geographic boundaries.
2. Be reviewed annually for change of status that may qualify them for active membership.
3. Not pay dues, and shall not be entitled to vote or hold office.
4. Pay for their meals at meetings of the Academy. An additional administrative fee above the cost of the meal may be assessed by the Executive Committee.
D. Life Members shall:
1. Be dentists who have been active members in good standing of the Beverly Hills
Academy of Dentistry for a minimum of twenty-five (25) years, have retired, and on
written application to the Board, elected to Life Membership by a 2/3 affirmative vote
of the Board. The retired member shall no longer earn income from the
performance of service as a member of the faculty of a dental school, as a
dental administrator or consultant, or as a practitioner of any activity for which
a license to practice dentistry is required. The Board’s decision on the status of
retirement shall be final.
2. Not have the right to vote or hold office in this Academy.
3. Have the privilege of attending meetings of the Academy that are open to Active
Members.
4. Not pay dues.
5. Pay for their meals at meetings. An additional administrative fee above the cost of the
meal may be assessed by the Executive Committee.
E. Fellows shall:
Be an active member in good standing of the academy for a minimum of 10 years and nominated by a member who is also in good standing. The nominee has made a significant contribution to dentistry and/or the Academy. The Fellow is elected by a 2/3 affirmative vote of the Board.
1. Pay dues at the same rate as the active member.
Section 40. Method of Selection for Regular and Associate Members:
Membership shall be conferred only after a proper nomination has been appraised by the Membership Committee, which shall assure the criteria for membership and evaluate the nominee’s professional qualities, his/her contributions and unselfish devotion to the dental profession. The recommendations of the nominator and seconder and voluntary appraisal of the general membership shall be considered before the Membership Committee makes a recommendation to the Board. Personal applications shall not be accepted.
Section 50. Nomination Privilege:
Any Active Member of the Academy in good standing, joined by a second member in good standing may nominate two individuals per year for active or associate membership.
Section 60. Nomination Procedure:
A nomination must be presented on a fully executed copy of the official nomination form to the Secretary Treasurer of the Academy. The requirements for a completed nomination are the curriculum vitae of the candidate and recommendations from the nominator and seconder. The Secretary Treasurer shall notify the membership of each nominee and request comments on or appraisal of the nomination in writing. Objections must be valid and expressed with clear statements of fact. Only comments/appraisals with identifiable signatures will be considered. The completed nomination package, including comments/appraisals from the membership, shall be presented to the Membership Committee for its deliberations.
Section 70. Election to Membership:
After a nominee has been recommended by a two-thirds (2/3) affirmative vote for active or associate membership by the Membership Committee in an open ballot, he/she may be elected to membership of this Academy by a two-thirds (2/3) affirmative vote of the Board in an open ballot.
Section 80. Election of Honorary Members:
Honorary Members shall be elected by a two-thirds (2/3) affirmative vote of the Board at the first meeting of the Board and shall be confirmed by the Academy membership at a regular meeting. Honorary Members are considered for election or re-election each year.
ARTICLE III
Board of Directors
Section 10. Composition of the Board:
The authorized number of Directors shall be ten (10). All directors must be active or life members of this Academy. The Board shall be constituted as follows: President, President Elect, Vice President, Secretary Treasurer and six Directors-at-Large. If an Executive Director is employed, he shall serve as an Ex-Officio member without the right to vote. The election procedure for all directors is the same.
Section 20. Powers :
The Board shall be the managing body of the Academy, vested with full power to conduct all business of the Academy subject to the laws of the State of California, the Articles of Incorporation and Bylaws. It shall have the power :
A. To conduct, manage and control the affairs and the business of the Academy and to make rules and regulations consistent with the Articles of Incorporation and Bylaws of the Academy.
B. To remove from office any officer, director or committee member for incompetence or neglect of duties of his office upon two-thirds (2/3) affirmative vote of the Directors present and entitled to vote, provided prior notice has been given at the previous Board meeting and by certified mail with proof of delivery.
C. To elect life and honorary members.
D. To examine the qualifications of all applicants for active and associate membership, publish the names of those found qualified, and elect those meeting the qualifications for active and associate membership.
E. To approve a budget for carrying on the activities of the Academy for each ensuing fiscal year.
F. To determine the date and place for convening each annual meeting and provide for the management and general arrangements for each meeting.
G. To cause to be bonded by a surety company all elected officers and employees of the Academy entrusted with the Academy’s funds.
H. To provide guidelines and directives to govern the Secretary Treasurer’s custody, investment and disbursement of Academy’s funds.
I. To approve the appointment of members of all committees.
J. To establish rules modifying the obligation of members to pay dues or assessments.
Section 30. Election and Term of Office:
The election of officers and directors-at-large shall be at the last general meeting of the fiscal year or by mail ballot.
A. Plurality: The candidates receiving the highest number of votes for a directorship shall be declared elected. In case of a tie vote for any elected officer or director-at-large, the election shall be repeated. In the event the proposed slate of officers and directors-at-large is uncontested, the Secretary Treasurer shall cast the vote for the Academy and the President shall declare the slate elected.
B. Term of Office: 1) The elected officers shall serve for one (1) year. 2) The Directors-at-Large shall serve for two (2) years, staggered so no more than three are elected annually. 3) Directors-at-Large shall not be elected for more than three (3) consecutive terms.
C. Installation: The newly elected officers and Director-at-Large shall be installed at the annual meeting of the Academy or at the meeting of the Board following the annual meeting.
Section 40. Meetings:
The Board shall determine all meeting places, dates and times by resolution. The number of general meetings, one of which shall be the annual meeting, shall be at least five (5) for the fiscal year. Special meetings of the Board shall be held whenever called by the President or by three or more members of the Board. All meetings of the Board shall be noticed to the membership. Members may attend on forty- eight hours notice and may only participate in discussion on approval of the Board by a majority vote.
Section 50. Quorum:
A majority of the Board shall constitute a quorum.
Section 60. Committees:
The committees of the Board shall be:
D. Executive Committee:
1. Composition: The Executive Committee shall be composed of the President, President-Elect, Vice President, Secretary Treasurer and Immediate Past-President
2. Duties: It shall be the duty of this committee:
a. To transact such emergency business as arise between the regular meetings of the Board.
b. To prepare and refer, with recommendations, matters for the agenda of meetings of the Board.
c. To supervise the activities of the administrative office, if one is established, and report changes or proposals to the Board for action.
E. Nominating Committee:
1. Composition: This committee shall be composed of five (5) regular or life members serving three-year terms, two to be elected each year. Each year the Board shall select one member from the Board and nominate one member from the general membership to be submitted for election by the membership. In the event of a vacancy on the committee, the President shall appoint a member of the Academy to serve for the remainder of the term.
2. Duties: It shall be the duty of the Nominating Committee:
a. To nominate a regular member of the Academy for each of the following: a) President-elect (who shall have served not less than three years on the Board), b) Vice president, c) Secretary Treasurer, and c) directors-at-large to fill expired terms.
b. To receive nominations by petition.
c. To review all information it has gathered, and prepare a list of nominees for all vacancies on the Board. This list shall be presented to the Board at a scheduled meeting at least sixty (60) days before the election.
d. To conduct the election.
ARTICLE IV
DUTIES OF OFFICERS
Section 10.
The President shall preside at all meetings of the Academy, the Board and the Executive Committee. H e/she shall serve as the official representative of the Academy in its contacts with civic, business and professional organizations. He shall nominate Committee Chairpersons and committee members as he deems necessary.
Section 20.
The President-Elect shall act in the absence of the President and perform such other duties as may be provided in these Bylaws and the adopted parliamentary authority.
Section 30.
The Vice-President shall perform the duties of the President and President-Elect in their respective absence, and perform such other duties as may be provided in these Bylaws and the adopted parliamentary authority.
Section 40.
The Secretary-Treasurer, who may be assisted by an Executive Secretary, **shall officiate*** for the Academy and Board. It shall be his/her duty:
1. To keep a just and true account or record of the proceedings of the Academy and
Board .
2. To have charge of the books, papers and all private work of the Academy.
3. To keep a record of the name, date of admission and address of all members
admitted to the Academy.
4. To carry on the necessary correspondence of the Academy.
5. To prepare and issue notices of all meetings at least one week prior to the date set for
the meeting.
6. To make a report of the general condition of the Academy at the Annual Meeting.
7. To receive all money for the Academy and credit same to its proper funds after
returning receipt for same.
8. To keep a true and correct account between the Academy and its members.
9. To deposit all money in his possession belonging to the Academy in the designated
depositories of the Academy.
10. To draw on the designated depositories of the Academy, and/or with the President,
sign all checks for the payment of money.
11. To prepare and submit to the Board at its regular meetings a detailed statement of
receipts and disbursements since the last meeting.
12. Maintain a file of policy items. This file shall be updated annually and
presented to the Board of Directors to amend, rescind or ratify at the first
meeting of the calendar year.
13. At the expiration of his term of office, to deliver all money, books and property of the
Academy in his possession to the Board.
14. To perform such other duties as may be provided in these bylaws and the adopted
parliamentary authority.
ARTICLE V
COMMITTEES
Section 10. Names:
The standing committees of this Academy shall be:
A. Bylaws
B. Membership
C. Past President Advisory
D. Program and Education
Section 20: Common Features of Standing Committees:
A. All committees, except as otherwise provided for in these Bylaws, shall be composed of at least four (4) members, appointed by the President, subject to approval of the Board.
B. All members of standing committees must be members of this Academy.
C. Each member of the Board shall be appointed to at least one of these committees.
D. One member of each standing committee shall be appointed annually as chairman by the President, with approval of the Board.
E. In the event of a vacancy in the membership of any standing committee, the President shall appoint a member of the Academy to fill such vacancy for the remainder of the incomplete term. In the event such vacancy involves the chairman of the standing committee, the President shall have the power to appoint an interim chairman.
F. The Board may remove a standing committee member for cause in accordance with procedures established in these Bylaws.
G. A majority of any standing committee shall constitute a quorum.
H. Each standing committee shall submit an annual report to the Board.
I. Any member of any committee, including the chairperson, who is absent without good cause from any three (3) regular noticed meetings of the committee during any one (1) year period will have deemed to have resigned from the committee. A majority of the members of the committee shall determine whether there is “good cause.”
J. Each committee shall have the power to fix its own times and places for meetings, and to adopt its own rules and procedures, consistent with these Bylaws, and such directives as may be issued by the Board. Each committee shall keep a written record of its proceedings. A majority shall constitute a quorum at meeting of committees.
Section 30. Unique Features of Standing Committees:
A. The membership committee shall be composed of five (5) members: the Vice President, Secretary Treasurer, and three (3) members appointed by the President.
B. The program committee shall be composed of five (5) members, including the President-Elect who shall be vice-chair. This committee shall select its chairman for a three (3) year term.
C. The past presidents’ advisory committee shall be composed of three (3) members, including the immediate past-president, who shall be the chairman of this committee and who shall appoint 2 past presidents to the committee.
Section 40. Duties:
A. Bylaws Committee
1. Receive and review amendments initiated by the Executive Council, committees or members.
2. Propose amendments.
3. Make recommendations, and approve or disapprove each proposed amendment, giving the reasons for its decisions.
4. Revise or combine several similar amendments, with the permission of their proposers.
5. Report all proposed amendments to the Executive Council.
B. Membership Committee
1. Investigate the eligibility of applicants for membership in this Academy.
2. Report its findings to the Executive Council with recommendation for acceptance or rejection.
3. Acquaint applicants with privileges, obligations, benefits and other related facts of membership in the Academy.
4. Promote membership in the Academy and motivate the membership to attend the Academy’s meetings and other activities.
5. Review packets for new members.
6. Perform any other duties that may be assigned by the Executive Council
G. Past Presidents’ Committee
1. Non-binding advice on issues
2. Maintain and update a history of the Academy
3. Selection of honorary members
4. Recognize members of the Academy who have made significant contribution(s) to the Academy and make referral to the Board for an award.
H. Program/Education Committee
1. Plan, arrange and supervise the Academy’s educational activities and/or scientific programs, such as seminars, postgraduate courses, and the general membership meetings of the Academy.
ARTICLE VI
FINANCE
Section 10.
The fiscal year of the Academy shall be July 1 to June 30.
Section 20. Dues and Assessments:
1. The amount of annual dues or assessment shall be determined by the Board and shall be fixed by a simple majority vote.
2. Life and honorary members shall pay no dues or assessments.
3. Exception to payment of the stipulated dues and assessments shall be at the discretion of the Board.
Section 30. Delinquency:
1. Active members, or associate members shall be classified as not in good standing and delinquent when dues and assessments are not paid by the thirty (30) days after the due date.
2. Active members or associate members, who are delinquent in the payment of dues or assessments, shall be notified by the Secretary Treasurer by certified mail.
3. Active members or associate members, who fail to pay dues within thirty (30) days after the due date, shall be assessed a ten percent (10%) penalty fee. If late sixty (60) days after the due date, the penalty shall increase to twenty five percent (25%).
4. Seventy-five (75) days after the due date, regular members or associate members shall be dropped from the membership rolls and the Academy’s mailing list and cease to be a member until all dues and fees are paid.
ARTICLE VII
ELECTIONS
1. The election of officers and directors-at-large shall be held at the Annual Meeting.
2. A Nominating Committee Report, approved by the Board, shall present one or more candidates for each office.
3. Nominations for officers and three directors-at-large may be made from the floor at the time of election.
4. A majority vote shall confirm election to the Board.
5. Only active and life members in good standing are entitled to vote or hold office.
ARTICLE VIII
ORDER OF BUSINESS
Section 10. General Meetings
Order of business for the Academy shall be:
1. Social session with the introduction of guests
2. Scientific session
3. Reading of the minutes of the previous meeting, if requested by five members
4. Unfinished business
5. New business
6. Adjournment
Section 20. Board of Directors
The order of business for meetings shall be determined by the Board.
Section 30. Annual Meeting
The business meeting shall precede the scientific session. The order of business shall be the same as that for a general meeting with the addition of the following to Section 10, #5:
5a. Reports of Committees
5b. Reports of Secretary-Treasurer
5c. Election of Officers
5d. Induction of Officers
Section 40. Quorum:
Twenty percent (20%) of the active and life members of the Academy shall be necessary to constitute a quorum for the transaction of business at any General Membership meeting.
ARTICLE IX
RECALL AND INITIATIVE PROCESS
Section 10. Recall of Officers:
1. Any officer or member of the Board may be removed from office by two-thirds (2/3) affirmative vote of the voting members of the Academy, a quorum being present, at a regular or special meeting called for such purpose and in accordance with the principles of fairness and due process. Such meeting shall be called upon the written petition of at least ten percent (10%) of the voting members of the Academy and shall not be held less than twenty (20) days, nor more than sixty (60) days from receipt of such petition by the Secretary Treasurer of the Academy.
2. Any officer or member of the Board may be removed from office for valid cause by imposition of the discipline of censure or suspension from membership by the Code of Ethics.
Section 20. Initiative Process:
The members of the Academy may initiate any act or proceeding which the Board would have legal authority to initiate, or may rescind any action previously taken by the Board, upon a two-thirds (2/3) affirmative vote of the members eligible to vote, a quorum being present, at a regular or special meeting called for such purpose. Such meeting shall be called upon the written petition by at least ten percent (10%) of the voting members of the Academy and shall not be held less than twenty (20) days, nor more than (60) days from t