AACD Bylaws Amendments San Diego Amendment Items Additional Amendments - Dr. Nick Davis 8 - Dr. Brad Olson 9

Transcription

1 AACD Bylaws Amendments San Diego 2019 Subject Page(s) 1. Amendment Items Additional Amendments - Dr. Nick Davis 8 - Dr. Brad Olson 9 KEY for edits Red strikethrough = proposed deletion Blue = proposed insertion Green AACD attorney s recommendations Page 1 of 9

2 Amendment Items Line 7 - Article I Name and Location Name should be removed. ARTICLE l NAME AND LOCATION Name American Academy of Cosmetic Dentistry, Inc. AACD attorney: As the legal name of AACD is American Academy of Cosmetic Dentistry, Inc. I recommend adding the, Inc. in the Bylaws caption and the 2 places where AACD is reference in Article I. Lines Article II Membership Membership classes shall be: General Member with the right to nominate and vote for Directors and all elected officers, other than Accredited Board members, and American Board of Cosmetic Dentistry Members., and the Nominating and Leadership Development Committee. When the member is an entity such as a firm, corporation, or organization as mentioned under Eligibility, the full privileges of membership would be exercised by an individual designated by that entity. Should those privileges result in election to an office, the individual initially designated to represent the entity shall serve the full term of office, unless the entity failed to maintain its membership, or the individual resigned from the board or entity or was removed for cause in which case the vacancy would be filled as provided in these bylaws. BOD rationale: BOD and ABCD agreed that general members should also be entitled to elect NALDC member. (One member elected each year for a three-year term) Lines Article III Membership Meeting Notice Notice of the time and place of meetings of the Members, or any adjournment thereof, shall be published in the official publication of record of the Academy or sent by or by any other electronic means no more than ninety (90) days or and no less than thirty (30) days prior to the date thereof. Quorum A quorum shall consist of ten percent (10%) of the members in good standing registered to attend any officially called membership business meeting. In the absence of a quorum, any meeting of the members may be adjourned from time to time by a majority of the members in good standing present at the meeting. BOD rationale: Section needed updating and clarification. Page 2 of 9

3 Line 90 Article III Elections Elections and Eligibility Line 111 ARTICLE IV Board of Directors Composition The power of the Corporation shall be vested in its Board of Directors, which shall have fifteen (15) eleven (11) individual members in good standing as follows: Five (5) Three (3) Directors shall be Accredited Members. Four (4) Two (2) Directors shall be non-accredited General Members at the time of their election. Three (3) Directors shall be organization representatives - one each who are representative of laboratory members, corporate members and university academic organization members. Three (3) Directors shall be ex officio including the President, President-Elect and Vice President AACD attorney - An FYI, the defined term is Accredited Members (upper case M that in many places that isn t used). Similarly, General Member is the defined term but shows up in places as not upper case (e.g., general member ) In addition, non-accredited Members, change wording to General Member. BOD rationale for decreasing the size of the Board of Directors from 15 board members to 11 board members: 1. The current size of the BOD of 15 board members is excessive especially when compared to other associations of similar size. 2. A smaller board is more efficient and effective. 3. A smaller board is more fiscally responsible. 4. The BOD can create an ad hoc committee or task force for projects or tasks that require additional personnel. 5. Accredited members retain a majority because at a minimum will be 6-5, which is important to ensure the status of the credential. If approved, current board members will be allowed to term out and new seats will be filled as the new size and makeup allow for in the amended bylaws. Voting for the Accredited Member directors shall be by the Accredited Members. All other directors, other than ex officio President, President-Elect and Vice President, shall be elected at-large by all members in good standing. Directors other than the President, President-Elect and Vice President Directors shall serve for a term of two (2) years or until their successors have been elected and assume office at the end of the annual business meeting. One-half or the nearest practicable fraction, of the Directors who are not ex- officio shall be elected each year, except as provided hereafter. In every odd-numbered election year, three (3) two (2) Accredited Members, two (2) one (1) General Members, and one (1) Page 3 of 9

4 designated seat (laboratory organization representative) shall be elected. In every even-numbered election year, two (2) one (1) Accredited Members, two (2) one (1) General Members, and two (2) designated seats (corporate and university) shall be elected. AACD attorney: The struck-out sentence can be deleted as it is covered elsewhere. Lines ARTICLE IV Board of Directors In the event of a vacancy in the office of Vice President, the Board of Directors shall appoint an eligible Accredited member to assume that office. The appointed Vice President shall serve until the next Annual Membership Meeting, when a Vice President and if needed, a President-Elect shall be elected by the membership. Prior to making such appointment, the Board shall ask the Nominating and Leadership Development Committee for a recommendation, but shall not be bound by the recommendation. The appointed Vice President shall serve until the next Annual Membership Meeting, when a Vice President and, a President-Elect shall be elected by the membership. In the event of a vacancy in any other Director position, the Board of Directors shall appoint a qualified and eligible member to serve until the next Annual Membership Meeting. If a vacancy exists at the end of the scheduled elections at the Annual Members Meeting, the Board of Directors assuming office shall appoint a qualified and eligible member to serve until the next Annual Membership Meeting. In the event of a vacancy on the Board of Directors, the Board shall appoint a member to serve until the next regularly scheduled election from among members of the Academy eligible to hold that seat. In each case, the Board shall ask the Nominating and Leadership Development Committee for a recommendation, but shall not be bound by the recommendation. If one or more years are left in the term of a Director who vacated his or her position, a special election will be held at the next Annual membership Meeting to fill the vacated position for the remainder of the term. The Accredited Members on the Board of Directors shall be elected by the Accredited Members only. All other Directors other than the President, President-Elect and Vice President Directors, shall be elected by the members at large. If one or more years are left in the vacated term, a special election will be held at the next Annual Membership Meeting to fill the vacated position. The Accredited members on the Board of Directors shall be elected by Accredited members only. All other vacated positions shall be elected by the members at large. BOD rationale: 1. Clarification of this section 2. Simplification of the processes described herein. Page 4 of 9

5 Lines ARTICLE IV Board of Directors Standing Committees The AACD Board shall have the following standing committees, and the AACD Board shall have such additional standing committees, and ad hoc committees as the AACD Board may determine are needed. BOD rationale: Advised by the attorney that the AACD, not the Board, has the ultimate responsibility for committees. Lines ARTICLE IV Board of Directors For all committees that do not specify otherwise in the bylaws, the President shall appoint the chair of all committees and ad hoc work groups subject to approval of the Executive Committee. The incoming Vice President shall appoint a member to the Professional Education Committee for a three-year term. If that member does not complete the term, the person who appointed that position may appoint a replacement. BOD rationale: This information is currently in the Professional Education Committee Policy and Vice President position description. No need to put in bylaws. Lines ARTICLE V- AMERICAN BOARD OF COSMETIC DENTISTRY Vacancies due to resignation, removal, incapacity to serve or death In the event of a vacancy on the American Board of Cosmetic Dentistry, the American Board of Cosmetic Dentistry shall appoint an eligible Accredited member to serve until the next regularly scheduled election from among the Accredited members of the Academy eligible to serve. If a vacancy exists at the end of the scheduled elections at the Annual Membership Meeting, the ABCD Directors assuming office shall appoint a qualified and eligible Accredited Member to serve until the next Annual Membership Meeting. In each case, the Board ABCD shall ask the Nominating and Leadership Development Committee for a recommendation, but shall not be bound by the recommendation. If one or more years are left in a vacated the term of a Director who vacated his or her position, a special election will be held at the next Annual Membership Meeting to fill the vacated position for the remainder of the term. The Accredited members on the American Board of Cosmetic Dentistry shall be elected by Accredited members only. BOD rationale: This wording is consistent with vacancies on the Board of Directors. Other changes reflect removing unnecessary verbiage. Page 5 of 9

6 Lines 479 through 556 Entire section of Article IX Officers Article X Organizational Sub-Units Will be moved and relabeled as Article III and Article IV BOD rationale: Bylaw structure will be improved. Lines ARTICLE XIV- AMENDMENTS ARTICLE XIV- AMENDMENTS General These Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the legal votes cast on the issue at an annual business meeting of the Academy, or special meeting called for that purpose, provided that the essence and intent of the proposed amendment shall have been provided to all members by written or electronic mail or by publication in the official publication of record of the Academy, at least thirty (30) days prior to the date of voting on the proposed amendment. Proposal and Review Amendments may be proposed by the Board of Directors. or Amendments may also be proposed by any member in good standing. provided the proposed amendments Proposed amendments shall be passed by the Board of Directors or shall have the support of twenty-five (25) members, as indicated by their signatures affixed to the proposed amendment. Except as provided otherwise in these Bylaws, amendments proposed by a member in good standing shall be submitted in writing with the required twentyfive (25) signatures to the President at the Academy s central office. The President shall must refer such all proposed amendments to the Past Presidents Advisory Council Bylaws Review Sub-Committee which shall review the proposed amendment for clarity of wording and consideration of what provisions of the existing Bylaws would be affected. If two (2) or more amendments are proposed that are similar in intent and effect, the Committee shall endeavor to consolidate the multiple proposals into one (1) proposal. An amendment proposed by the Board of Directors may be submitted directly to the members of the Academy at the next business meeting of the Academy. Within sixty (60) days of receipt of the proposed amendment by the central office, the Past President Advisory Council Bylaws Review Sub-Committee shall must submit to the Board of Directors its report indicating any changes in wording made for purposed of clarification and enumerating all provisions of the existing Bylaws that it believes would be affected and what the effect would be. Any proposed bylaw change that the Past President Advisory Council Bylaws Review Sub-Committee determines will affect the finances of the Academy must be reviewed by the Budget and Finance Committee for a report on its fiscal impact before being presented to the Board of Directors. Page 6 of 9

7 BOD rationale: 1. Clarification and streamlining section on who may propose bylaws. 2. Eliminate current inconsistencies of which proposed amendments must or may be submitted to the PPACBRSC. 3. There is a benefit that all proposed bylaw amendments be reviewed by the PPACBRSC prior to being submitted to the members to be voted on at the business meeting. Lines ARTICLE XIII- AMENDMENTS Accredited Member Privileges Any amendment that would materially affect the privileges of Accredited Members must be approved by the affirmative vote of two-thirds (2/3) of all the Accredited Members voting on the issue. The American Board of Cosmetic Dentistry shall have exclusive authority to determine what would materially affect the privileges of Accredited Members. BOD rationale: clarification and grammar Additions: 518-replace implanting with implementing Line 534 should read Any officer not office. This is the contradiction in the bylaws as it is mentioned in a few areas all with differing meanings Page 7 of 9

8 January Amendment by Petition following Parliamentarian Review Notification: Signed amendment initiated by Dr. Davis To: Board of Directors Date: February 26, 2019 The proposed amendment would add the following (blue shaded) to the end of line 285 in the bylaws: Past President Bylaws Review Subcommittee which shall make recommendations on the wording of proposed bylaws amendments and forward such recommendations to both the American Board of Cosmetic Dentistry and the Board of Directors. The members of the Past Presidents Bylaws Review Subcommittee must be selected by the members of the Past Presidents Advisory Committee and those subcommittee members shall select their own chairman. Rationale: Bylaw Amendment proposal Nicholas Davis This bylaw addition would clarify the selection of the chairman and members of the Past Presidents Bylaw Review Subcommittee (PPBRSC). The key feature of this amendment is to remove any perceived conflict of interest of potential bias from the analysis process. The PPBRSC is supposed to provide an unbiased review of bylaw amendments. Their collective experience is drawn upon from their leadership experience in the Academy. Page 8 of 9

9 Dr. Brad Olson Concept following Past Presidents Bylaws Review Subcommittee Review BOD Proposed Amendment to the bylaws. Past President Bylaws Review Subcommittee Committee which shall make recommendations on the wording and ramifications of proposed bylaws amendments and then forward such recommendations to both the American Board of Cosmetic Dentistry and the Board of Directors (see also Article XIII, Amendments, Proposals and Review). The Committee will be comprised of 5 members as follows: 1) a Past President, appointed by the Past President Advisory Council; 2) a current ABCD member, appointed by the ABCD; 3) a current BOD member, appointed by the Executive Committee 4) an at-large member, appointed by the Past President Advisory Council who isn t a Past President, a current ABCD member or a current BOD member; 5) an at-large member, appointed by the President, who isn t a Past President, a current ABCD member or a current BOD member; Committee will be convened on an as needed basis and will be dissolved at the end of each presidential year. BOD Rationale for proposing this Bylaws Amendment: 1) A Bylaw Review Committee composed of a mix of members that incorporates a wider range of perspectives will improve the review process. a) A Past President member can provide insight, knowledge, experience and historical perspective. b) An ABCD member will insure the rights and privileges of Accredited Members are preserved. c) A BOD member will serve as a liaison to improve communication between the board and the review committee. Communicate the board s rationale for the proposed amendment and then review committees thought process on said proposal. d) At-large appointees can provide independent opinion as these members will be individuals of uncompromising integrity and independence. Some of the traits to be considered in the appointment: captains of industry experienced in non-profit organizational board work, command of bylaw wording and intent, legal expertise, parliamentarian knowledge and political independence. 2) By having representatives from each board, a greater degree of transparency and open communication will exist in the academy when it comes to these matters. 3) The committee can submit a report to the BOD detailing the pros and cons of each amendment under review, thereby enabling any dissenting opinions within the committee to be heard so that the BOD and can make an informed decision. Page 9 of 9