1 MARYLAND ACADEMY OF GENERAL DENTISTRY CONSTITUENT CONSTITUTION AND BYLAWS Core Purpose/Mission Statement Advance the value and excellence of general dentistry. ARTICLE I Name The name and title by which this organization (hereinafter referred to as the "Maryland AGD") is and shall be known as "The Maryland Academy of General Dentistry. ARTICLE II Section 1. Incorporation The Maryland AGD is incorporated in the state of Maryland as a not-for-profit organization. If this corporation be dissolved at any time, no part of it, funds nor property, shall be distributed to, or among, its members; but after payment of all indebtedness of the corporation, its surplus shall be used for dental education and research in such a manner as the then governing body of the organization may determine. Section 2. Component AGD Upon petitions signed by twenty-five (25) or more active members of the Maryland AGD, the general membership may grant a charter to a component. No component can be organized with fewer than twenty-five (25) members, nor may any component be chartered within the jurisdictional boundaries of another component. Before approval, the proposed component must submit a copy of the proposed Constitution and Bylaws for the organization which shall not be in conflict with nor limit the Constitution and Bylaws of the Maryland AGD nor the Academy of General Dentistry (AGD). As components are added or dropped, the constituent will notify AGD headquarters within 30 days. The members of a component must be solely drawn from dentists either practicing or residing within the geographical boundaries of the component. However, membership in the component is voluntary and should not be considered a requirement for belonging to either the constituent or the national organization. Each component shall be responsible for collecting its own dues or may choose to have its dues collected by the AGD's Headquarters office. A complete listing of the component s zip code jurisdiction must be sent to the Headquarters office by April 30 for the following year's dues to be collected by the AGD. At that time, the membership will elect its officers and directors. ARTICLE III MAGD Core Purpose
2 Advance the value and excellence of general dentistry. ARTICLE IV Objects and Purposes The purpose of the Maryland AGD is to serve the needs of general dentists, to represent the interests of its member dentists, and to foster their continued proficiency through quality continuing education in order to better serve the public. The objectives shall be: 1. To maintain an organization of general practitioners of dentistry. 2. To motivate and assist young men and women in preparing, qualifying and establishing themselves in the general practice of dentistry. 3. To preserve the right of the general practitioner to engage in dental procedures for which he or she is qualified by training and experience. 4. To provide and guide continuing education programs and study group activity for general practitioners, and to encourage and assist practicing dentists in participating in such programs. 5. To promote the science and art of dentistry and the improvement of the public health, encourage dental research and to preserve the right of the individual to freedom in the choice of his or her dentist. 6. To provide effective representation for the general practitioner in all matters of interest and the public that it serves. ARTICLE V Principles of Ethics The Principles of Ethics of the MAGD shall be the Principles of Ethics of the Academy of General Dentistry. ARTICLE VI Membership The membership of the Maryland AGD shall consist of dentists whose qualifications, classification rights, obligations, and the method of their acceptance and election are determined by the AGD House of Delegates. Section 1 Relocation From One Jurisdiction to Another A member who has changed the location of his/her practice from the jurisdiction of one constituent AGD to that of another constituent AGD may maintain active membership in the original constituent AGD of which he/she is a member for only one (1) full calendar year following that of his/her removal from the jurisdiction of such AGD. Section 2. Dues, Assessments and Processing Fees A. Constituent dues for all constituent members shall be determined by a majority vote by the constituent Board of Directors, in accordance with this Constitution and are in addition to AGD dues. B. Membership dues shall be payable by the first day of January of each year and shall become delinquent after that day. The dues for members enrolled
3 between July 1 and September 30 shall be fifty (50) percent of regular constituent dues. If a new member is enrolled on or after October 1 of any year, his/her dues shall be credited in full for the next fiscal year. The individual s date of membership shall be based on the date of receipt of the application. The fiscal year of the Maryland AGD shall begin on January 1 of each year and end on December 31 of the same year. C. Any member whose dues or assessments are unpaid by March 31 shall be removed from the AGD s roster of members and lose all benefits of membership at all levels of the AGD. Delinquents deleted from the membership roster on March 31 may be reinstated prior to the end of the calendar year. If, by December 31st of any given year, the amount due remains unpaid, the individual may secure reinstatement as a member for that given year by fully paying his or her dues. Once such a member is reinstated, he or she may reclaim credit for any continuing education credits he or she obtained while an active member of the AGD. If, at the end of the calendar year, the amount due remains unpaid, the member whose name has been stricken from the roll shall be in the same status as though he/she had never been a member and shall acquire membership only in the manner set forth in these Bylaws. D. Special Considerations 1. Recent Graduates: The House of Delegates shall determine a special rate or series of rates for those who have recently completed their formal dental school training and grant such special rate(s) for the number of years following graduation. 2. Disability: A member of this AGD who is totally disabled and who is unable to engage in the duties of the dental profession and who is a member in good standing at the time total disability was incurred shall be exempt from the payment of dues and shall be in good standing during the period of total disability. A totally disabled member, may apply for a dues waiver by submitting to this AGD a medical certificate signed by a physician attesting to total disability. This certificate and a form signed by the constituent secretary shall be forwarded to AGD Headquarters to affect the dues waiver. During the period of exemption from dues, further verification of disability may be requested by this AGD. 3. Leave of Absence a. A member in good standing who has temporarily left the practice of dentistry for reasons of family leave, family tragedy or personal health problems, for at least six (6) months and intends to be out of the practice of dentistry for more than one (1) year, may be granted a leave of absence based on a form received by the constituent secretary and approved by the Executive Board which shall be forwarded to the AGD office in Chicago to effect the leave.
4 b. Dues will be the same as that established by the HOD for retired members and pertain to the new calendar year, with dues to resume at the appropriate rate for the following year unless the leave of absence is extended by action of the Board. c. Leave of absence status is limited to three (3) consecutive years. d. Members whose membership in the AGD has lapsed may not take advantage of this provision unless their dues have been fully paid for the year in which the need for a leave started. e. Consideration for granting a leave of absence will not be granted to any member whose license is currently revoked or suspended. 4. As a result of judicial procedure: a. The AGD may cause an individual to lose his or her membership either temporarily or permanently as provided in these Bylaws. The AGD s Council on Constitution and Bylaws and Judicial Procedures may cause an individual who is not affiliated with a constituent AGD to lose his or her membership as provided in the Bylaws. b. A member under suspension is automatically reinstated at the end of the suspension period as specified by the Maryland AGD or the Council on Constitution and Bylaws and Judicial Procedures; c. A member who is expelled from the organization may not be reinstated until such time as the expulsion is lifted by either the Maryland AGD or an appeal to the Council on Bylaws and Judicial Procedures. ARTICLE VII GOVERNMENT Section 1. The supreme governing body of the Maryland AGD shall be the general membership consisting of active, retired, part-time, and emeritus members who attend and vote at any business meeting. The general membership shall have the following powers: a. To attend any Board of Directors meeting and to recommend the policies that will govern the Maryland AGD in its activities. b. To elect the officers of the Board of Directors as well as delegates to the Academy of General Dentistry, and to act upon requests from the Board for removal of an officer. c. To enact, amend, and repeal the Constitution and Bylaws of the Maryland AGD. d. To serve as the final constituent appeal body from decisions of the Board of
5 Directors and the officers of this AGD on any disciplinary action taken against any member of this AGD. e. To grant, suspend or revoke charters of component AGDs. Section 2. Administrative Body The administrative body of the Maryland AGD shall be a Board of Directors. a. Composition The Board of Directors shall consist of the Executive Committee and Committee Chairs and appointed members that have been authorized by the Board of Directors as listed in ARTICLE VIII Section III. The chairman of the Board of Directors shall be the President. In the absence of the President, the President- Elect shall preside at meetings of the Board. 1. The Executive Committee The Executive Committee shall consist of the elected officers and the immediate past-president. The Executive Committee is empowered to be the administrative body of the Maryland AGD between full Board of Director Meetings. 2. Meetings of the BOARD of DIRECTORS The Board of Directors shall meet at the call of the President and shall be required to meet at least five times a year. At one of those publicized meetings, the voting membership will elect its officers. Any member in good standing shall be eligible to attend any meeting. The Executive Secretary shall assume the responsibility for advising each member of the Board of the meeting at least ten (10) days in advance. Six members of the BOARD of DIRECTORS present shall constitute a quorum. The following must be included in the order of business at any meeting in which a quorum is required to enact business: a. Call to order by the President. b. Minutes of the previous session. c. Reports of the President, Secretary and Treasurer. d. Reports of committees. e. A report by the Executive Secretary. f. Unfinished business. g. New business. h. Adjournment. Section 3. Duties and Powers of the BOARD of DIRECTORS It shall be the power and duty of the BOARD of DIRECTORS: a. To control, manage and administer the Maryland AGD. b. To provide for the maintenance and supervision of all property owned or operated by the Maryland AGD. c. To determine the place and date of the meeting schedule for the coming year. d. To establish a budget for the coming year and to see that all Maryland
6 AGD accounts are examined in detail and reviewed at least every two years or prior to the change of Treasurer. e. To review all MD AGD council and committee reports and take appropriate action on them. f. To review all proposed component charters and make recommendations for establishing their geographical boundaries. h. To periodically assess the needs of the members and to develop plans to see that those needs are met. I. To act upon recommendations from the President on council and committee appointments and activities. j To make recommendations regarding the removal of any officer or appointee. k. To enact, amend, and repeal the Constitution and Bylaws of the Maryland AGD when the general membership does not meet. Removal Proceedings A Board member may be removed from office as determined by the Board of Directors as permitted under applicable state law. ARTICLE VIII Officers The officers of the MAGD shall be a President, President-Elect, Vice President, Executive Director, Corresponding Secretary, Recording Secretary, Treasurer, Editor and the Immediate Past-President. The powers, duties, terms of office and method of election shall be as set forth. Section 1. Presiding Officers The officers of this AGD shall be a President, President-Elect, Executive Director, Corresponding Secretary, Recording Secretary, Treasurer, Editor and the Immediate Past- President. The President shall preside at all meetings. In his/her absence, the presiding officer shall be, in descending order, the President-Elect, the Vice President, Executive Director, Corresponding Secretary, Recording Secretary, Treasurer, and Editor Section 2. Terms of Office a. One-year term The President, President-Elect, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer shall each serve a one (1) year term. Each officer may succeed him/herself for one additional year. The Treasurer may serve a maximum of four terms. Any above officer may be a candidate for the same office six years after the completion of term. b. Two year term The Editor shall serve for a two (2) year term. The Editor may serve a maximum of four terms c. Three year term
7 The Executive Director shall serve for a three (3) year term. The Executive Director may serve a maximum of two terms. The Executive Director shall be a Past-President of the Maryland AGD. Section 3. Vacancy in Office In the event of a vacancy for any reason in the office of Secretary, Treasurer or Editor, the President, subject to the approval of the Executive Board, shall appoint an interim successor to serve until the next publicized meeting, at which time an election will take place. Section 4. Duties of the Officers A. President: It shall be the duty of the President: 1. To serve as an official representative of the MD AGD in its contact with government, civic, business, and professional organizations for the purpose of advancing the objectives and policies of this MAGD. 2. To serve as a non-voting consultant on all MD AGD committees. 3. To preside at meetings of the general membership and the Board of Directors and the Executive Committee. At all meetings, he/she shall have the right to vote only in the event of a tie. 4. To appoint members to vacancies on committees. 5. To appoint a parliamentarian and other committee chairs and members. 6. To submit an annual report to the general membership. 7. To serve as a delegate to the AGD Annual Meeting. 8. To include the President-Elect in all meetings and decisions. B. President-Elect: It shall be the duty of the President-Elect: 1. To serve as a voting member of the Executive Board. 2. To serve as a non-voting consultant to all committees. 3. To assume the office of President in the event that the President is unable to fulfill the terms of his/her office. 4. To succeed to the office of President at the conclusion of the annual business meeting. 5. To be a candidate for President-Elect if the President remains in office for a second term 6. To attend all important functions of the Maryland AGD. 7. To cooperate with the President and familiarize him/herself with the duties of that office. 8. To serve as first alternate to the AGD Annual Meeting C. Vice President: It shall be the duty of the Vice President: 1. To familiarize him/herself with all the activities and roles of the President. 2. To conduct the Executive Committee meetings in the absence of the President and the President-Elect. 3. To attend and be a voting member of all committee meetings. 4. To be considered a future candidate for President-Elect 5. To serve as the second alternate to the AGD Annual Meeting D. Corresponding Secretary: It shall be the duty of the Corresponding Secretary: 1. To assist the Recording Secretary and the Executive Secretary in the performance of their duties and to fulfill those duties in their absence. 2. To share with the President to co-sign all out-going correspondences written by the
8 Executive Secretary. 3. To serve as a voting member of the Executive Board. 4. To serve as a presiding officer in the absence of the President, President-elect, Vice President, Executive Director and Treasurer. 5. To countersign all citations, certificates, and testimonials. 6. To conduct or monitor correspondence on behalf of this AGD. 7. To notify all members of general membership meetings, including the annual business session, at least thirty (30) days in advance. 8. To notify all members of the Board of directors of meetings at least ten (10) days in advance. 9. To advise new members that they have been accepted by the Board 10. To notify council and committee members of their appointments. 11. To delegate any of the above items to the Executive Secretary or Recording Secretary where applicable. E. Recording Secretary: It shall be the duty of the Recording Secretary: 1. To keep minutes of all meetings of the Executive Board and special meetings. 2. To be the custodian of all the records and properties of this AGD. 3. To serve as a voting member of the Executive Board. 4. To serve as presiding officer in the absence of the Corresponding Secretary and higher officers. F. Treasurer: It shall be the duty of the Treasurer: 1. To keep adequate and proper accounts of the properties and funds of this AGD. 2. To maintain an up-to-date roster of all members and keep an accounting of their dues. 3. To deposit or cause to be deposited all monies and other valuables in the name of and to the credit of this AGD. 4. To distribute the funds of this MAGD as may be directed by the Maryland AGD. 5. To sign all checks. 6. To prepare a budget for review and approval by the Board of Directors. 7. To cause to be bonded all persons authorized to handle the Maryland AGD s funds. 8. To serve as a voting member of the Executive Committee and Board of Directors. G. Editor: It shall be the duty of the Editor: 1. To serve as a voting member of the Executive Board. 2. To assume full responsibility for the Maryland AGD s publications and to exercise all editorial control for these publications subject to policies established by the Board of Directors and the general membership. 3. To publish the Newsletter. H. Executive Director: It shall be the duty of the Executive Director: 1. To be responsible for maintaining liaison between the AGD and state offices and officers and to help coordinate matters at all levels throughout the state. 2. To serve as Chair of the Nominating Committee for elections. 3. To provide assistance, information and continuity for the Presidents serving during that tenure. I. Executive Secretary: It shall be the duty of the Executive Secretary: 1. To be a salaried position by the Maryland AGD. 2. To arrange all details necessary for the Board of Directors meetings, including preparation of the agenda and
9 presenting a report. 3. To receive incoming correspondences. 4. To send outgoing correspondences with the President or Corresponding Secretary as cosignatory. 5. To assist in all aspects of putting on continuing dental education programs. 6. To market and promote the AGD and its activities. 7. To complete other duties as assigned by the President and the Corresponding Secretary, and Board of Directors. Section V Elections for Officers and Delegates 1. The slate of officers recommended by the Nominating Committee will be presented prior to or at the time of the annual election by the Executive Director or a past President. Nominations from the floor for any office shall also be accepted. These elections shall be held at an open Board meeting prior to the AGD Annual meeting. All dues-paying members of the Maryland AGD are eligible to vote in the elections. 2. Election to office shall be by secret ballot or acclamation. Written, signed proxies will be accepted. Verbal proxies must be heard by two present members. 3. If a nominee is unable to be present at the time elections are held, they may still run for office and be elected provided that their acceptance of the nomination is known to the Nominating Committee prior to the time of balloting. 4. AGD Delegates The state is allowed one delegate to the AGD Annual Meeting for each specified number of state membership to be determined by the AGD Headquarters office. Their term of office shall be for three (3) years. The president shall automatically serve as a delegate during the tenure of his/her office. The President-Elect shall serve as first alternate, the Vice President as second alternate, and the Vice President-Elect as third alternate to the AGD Annual Meeting. All other positions will be elected by a separate delegate vote. The Nominating Committee will conduct the elections at an open Board meeting. Section VI Committees The President shall make all committee appointments as approved by the Board of Directors. Ad Hoc Committees shall not require their consent. The President shall name active members to serve a one-year term. Each chair and member is eligible for reappointment if so appointed by the President. All appointments expire at the end of the AGD Annual Meeting. Committee members may be removed by a majority vote of the Board upon the recommendation of the President. The composition and responsibilities of each committee are as follows: a. Committee on Constitution and Bylaws: The committee shall study and make recommendations to both the Board of Directors and the general membership on any proposed change in the Constitution and Bylaws.
10 b. Committee on Continuing Dental Education: This committee shall coordinate all meetings and continuing education. It shall be their responsibility to publish an annual calendar of continuing education events at the first meeting of the Board of Directors. c. Membership Committee: 1. To assume the responsibility for an ongoing membership recruitment campaign. 2. To develop programs for recruiting and retaining members of this AGD. d. Committee on Legislation: 1. To establish liaison with the Maryland State Dental Association (MSDA) or other state dental organizations determining what legislative proposals are to be introduced into the state legislature for the coming year. 2. To provide recommendations on positions to be taken by this AGD with regard to legislative proposals being considered in the state. 3. To represent the Maryland AGD at all State Board of Dental Examiners meetings and committee. e. Public Information Committee/Communication 1. To place news releases about AGD activities in: a. State and local dental publications. b. The lay press. 2. To coordinate the distribution of broadcast public service materials in the state. 3. Assuring that releases concerning individuals who have achieved Fellowship or Mastership status appear in local newspapers. 4. Development and coordination of special public relations events, such as health fairs, family dental health days, Smile Line, poster contests, etc. 5. Coordination of a speakers bureau for use by lay groups and the media. 6. To coordinate the Maryland AGD Website and recommend Webmasters for this site. f. Nominating Committee: shall be comprised of the Executive Director plus the most recent three Past-Presidents. The Executive Director shall chair the committee, report the slate to the Board of Directors and the membership, and shall vote only in case of a tie or the absence/unavailability of one of the other three members. g. Ad Hoc Committees: The President shall have the authority to appoint ad hoc committees that are necessary to fill the needs of the organization. All ad hoc committees shall be terminated no later than the end of the incumbent President's term of office. Section VII Transaction of Business In order for any council or committee to transact business, at least a majority of its members must participate in the decision. For mail, telephone or votes, all available members must be contacted. No meeting of a council or committee may be held without a majority of the voting committee members in attendance. In all instances, applicable state law applies and may supersede these provisions. All members of a council or committee must be duly notified in writing of the time and place of the meeting at least seven (7) days before it is to take place.
11 From time to time business of the Maryland AGD may be conducted by . Section 8 Sessions The assembly of the general membership shall meet at least once a year at a time and place designated by the Board of Directors. It may be at one of the five business sessions of the Board of Directors. The general assembly may be called into session upon the call of the President with the approval of the Board of Directors, or by petition signed by at least 25% of members of the Maryland AGD. Written notice must be made by the Secretary to all members of the Maryland AGD at least thirty (30) days prior to any business meeting. Notification by the Maryland AGD Website will constitute such notice. The President may call an executive session at his discretion, and limit the attendees to such meeting as he/she sees fit. Section 9 Order of Business The following must be included in the order of business at the annual business meeting: A. Call to order by the President. B. Minutes of the previous session. C. Reports of the President, Secretary and Treasurer or appropriate officers. D. Reports of councils and committees. E. A report of the Board of Directors by the Secretary. F. Unfinished business. G. New business. H. Report of the Leadership Development Committee. I. Election of officers. J. Installation of officers. K. Adjournment. Section 10. Quorum A quorum at a Maryland AGD business meeting shall consist of the majority of active and/or emeritus members present but at least six members. ARTICLE IX Rules of ORDER Parliamentary authority shall be the current edition of the Sturgis Standard Code of Parliamentary Procedure, which shall govern the deliberations of the Maryland AGD in all cases where it does not conflict with the Constitution and Amendments. ARTICLE X General Provisions This Constitution and Bylaws, either as presently drawn or amended, shall not be in conflict with the Constitution and Bylaws of the Academy of General Dentistry. Whenever an amendment is made to the Constitution and Bylaws of the Academy of General Dentistry which renders a provision of this Constitution and Bylaws inconsistent with the same and MD AGD is notified in writing by the AGD, such provision shall be brought up to the MD AGD Board of Directors for acceptance at the next board meeting. ARTICLE XI Amendments Section 1.
12 The Constitution may be amended by an affirmative vote of at least two thirds (2/3) of the general assembly present, provided that a copy of the proposed amendment was sent to the members at least thirty (30) days before the meeting at which such action is proposed to be taken. The Executive Committee, the Board of Directors, the Maryland AGD Constitution and Bylaws committee, by a majority vote, or any component of the Maryland AGD, or any group of twenty-five (25) or more active or emeritus members, may propose amendments to this Constitution, submitting the same to the Secretary at least sixty (60) days prior to the Annual Meeting. This Constitution may also be amended without prior written notice at any session of the Board if Directors meeting by a unanimous vote of all voting members present. CHAPTER XII Indemnification Each officer, director, council member, committee member, employee and other agent of the MD AGD, who was or is a party to any action suit or proceeding by reason of fact that he or she is or was an officer, director, council member, committee member, employee or other agent of the AGD shall be held harmless and indemnified against all costs, expenses, attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the AGD, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, provided that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances in the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The indemnification provided by this constituent shall insure to the benefit of the heirs, executors, and administrators of such person entitled to the indemnification under this constituent. AMENDMENTS (TO BE LISTED HERE WHEN ADOPTED) Updated by Maryland AGD