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Appendix B: MODEL AFFILIATE BYLAWS
 
MODEL BYLAWS FOR DOMESTIC AFFILIATES
 
ARTICLE I - NAME AND LOCATION
Name                                 
The name of this association shall be ____________________________, alternatively known by the acronym “____”.  This organization is chartered by the American Academy of Cosmetic Dentistry (AACD), in accordance with the rules and guidelines established by AACD.
 
Location
The office of the [AACD AFFILIATE NAME] may be at such location as determined from time to time by the Board of Directors.

ARTICLE II - MEMBERSHIP
Eligibility                          
Membership in the [AACD AFFILIATE NAME] shall be open to any person, firm, corporation, or organization that supports the objectives, purposes and mission of the [AACD AFFILIATE NAME].
 
Classification                   
Classifications of members, eligibility for and the privileges of specific classes of membership, shall be as determined from time to time by the Board of Directors, except as specified elsewhere in these Bylaws.
 
Membership classes shall be:
 
  • General Member with the right to nominate and vote for Directors and all elected officers, and eligible to hold any office
  • Student Member without the right to vote other than as specifically provided by the Board of Directors
 
Membership in the American Academy of Cosmetic Dentistry is encouraged, but not required to be a member of [AACD AFFILIATE NAME].
 
ARTICLE III - BUSINESS MEETINGS
Annual Meeting               
The Annual Meeting of the Members of the [AACD AFFILIATE NAME] shall be held at such place and on such dates as may be determined by the Board of Directors.
 
Special Meetings             
Special Meetings of the Members may be called by the President, or by resolution of a majority of the Board of Directors and shall be called upon petition of ten percent [10%] of the members in good standing as of the date of filing the petition.  Such petition shall be filed with the Secretary.
 
Notice                                
Notice of the time and place of meetings of the Members, or any adjournment thereof; shall be sent to all Members via mail or other agreed upon method not less than thirty [30] days prior to the date thereof.
 
Quorum                             
A quorum shall consist of twenty percent [20%] of the members in good standing registered as attending any officially called business meeting.
 
Voting                                
All motions shall be adopted by majority of the legal votes cast by the members in good standing who are registered and present at any officially called business meeting of the [AACD AFFILIATE NAME], or any sub-unit of the [AACD AFFILIATE NAME], unless in conflict with a provision of these Bylaws, in which event the Bylaws shall apply.
 
ARTICLE IV - BOARD OF DIRECTORS
Composition
The power of the organization shall be vested in its Board of Directors, which shall have _______  members.
 
Election and Term          
Directors, other than ex officio, shall be elected at-large by all members in good standing.  Directors shall serve for a term of one year, or until their successors have been elected and assume office.  One-half, or the nearest practicable fraction, of the directors who are not ex officio shall be elected each year, except as provided hereafter.
 
Authority & Responsibility                   
The Board of Directors may retain and compensate consultants as it deems necessary to carry out the functions of the [AACD AFFILIATE NAME].  The Board of Directors shall:
  • Have supervision, direction and control of the affairs of the [AACD AFFILIATE NAME]
  • Determine its policies, and be accountable for [AACD AFFILIATE NAME] assets
  • Have authority to contract on behalf of the [AACD AFFILIATE NAME]
  • Adopt such rules, policies, and procedures for the conduct of the business of the [AACD AFFILIATE NAME] as it shall deem advisable
  • Have authority to establish and oversee committees, task forces, commissions and other ad hoc work groups
  • Have authority to indemnify Directors, officers, employees and agents in accordance with law
 
The Board of Directors shall have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the [AACD AFFILIATE NAME] is formed. The Board of Directors may delegate any of its authority and responsibility unless specifically prohibited by these Bylaws or by law.
 
Adoption of Policies                       
Policies and procedures for the conduct of the business of the
                               
[AACD AFFILIATE NAME] shall be adopted by majority vote of the Directors.  All policies shall be in conformance with the Bylaws and Mission of the [AACD AFFILIATE NAME], and shall be consistent and compatible with the rules and policies of the American Academy of Cosmetic Dentistry.  Policies shall remain in effect until modified or rescinded by the Board. 
 
Removal                            
An elected Director may be removed from office for cause by majority vote of the Members voting on the issue. 
 
Standing Committees                           
The Board shall have the following standing committees:
 
Executive Committee consisting of the President, President-elect, and Vice President.  Pursuant only to delegation of authority by the Board of Directors, the Executive Committee may act for the Board in managing the day-to-day operations of the [AACD AFFILIATE NAME], in accordance with the policies established by the Board of Directors.  Any two [2] members of the Executive Committee shall constitute a quorum.  The President shall call such meetings of the Executive Committee as the business of the [AACD AFFILIATE NAME] may require.  A meeting may be called at any time on the request of any two [2] members of the Executive Committee.
 
Budget and Finance, which shall have responsibility for submitting an annual budget to the Boards of Directors, and general oversight of financial affairs, including investment of any reserve funds.  The Committee shall have _____ (#) members; ____ (#) from the Board of Directors, _____ (#) from  _____________, and the Vice President, who shall chair the Committee.
 
Nominating, which shall have responsibility for presenting a slate of _____ [#] nominee for each elective position.  The Committee shall have _____ [#] members, all selected annually.  ____ [#] shall be appointed by the Board of Directors.  The Nominating Committee shall elect its own chair from among the five members.
 
Except as provided above for the Budget and Finance, and Nominating Committees, the President shall appoint the chair of all committees and ad hoc work groups subject to approval of the Executive Committee.
 
ARTICLE V – Reserved
 
ARTICLE VI - GOVERNANCE MEETINGS, QUORUMS, AND STANDARDS OF CONDUCT
 
Regular Meetings           
The Board of Directors shall each hold meetings at such time and place as shall be designated by the President.  Attendance may be in person, or by telephone or other electronic means, provided that all persons participating in the meeting can communicate with each other in real time.
 
Special Meetings      
Special meetings may, from time to time, be necessary to consider some business of an urgent nature, which cannot be delayed until the next regularly scheduled meeting.  Special meetings of Directors may be held on twenty-four hour notice at the call of the President, or in the absence or incapacity of the President, the President-elect, or at the call of a majority of the members of the Board of Directors.
 
Every reasonable effort will be made to notify all members of the respective Board as to the date, place and time of special meetings as early as possible after the decision to call such meeting.
 
Notice                                
Except as provided for Special Meetings, notice stating the time and place of meetings shall be delivered to each Director, or where applicable, not less than five [5] nor more than fifty [50] days before the date of the meeting, either electronically or by mail.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail (or comparable commercial mail delivery service) addressed to the Director or Governor at their address of record, with appropriate postage thereon prepaid.  Notice may be waived with the written or electronic consent of all of the members of the affected Board.

Attendance and Quorum                             
A majority of the members of a Board shall constitute a quorum for the conduct of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of that Board, except as may be otherwise provided by statute, by the Articles of Incorporation, or the Bylaws.  If a quorum shall not be present at any meeting of a Board, those present may receive and review any reports, which do not require Board action, and/or they may adjourn the meeting from time to time until a quorum shall be present.
 
Written Consent             
Any action required or permitted to be taken at any meeting of either board may be taken without a meeting if all of the members of that board consent thereto in writing, whether done before or after the action so taken; and the writing or writings shall be filed with the minutes of proceedings of the relevant board.  Any action required or permitted to be taken at any meeting of a committee or ad hoc work group likewise may be taken without a meeting, if all members of the committee or work group consent thereto in writing, whether done before or after the action so taken; and the writing shall be filed with the minutes of proceedings of the committee or work group.  Written consent shall include electronically recorded consent.
 
Absence                             
Any elected Director who shall have been absent from two [2] consecutive regular meetings of their respective Board during a single administrative year shall automatically vacate the seat on the Board and the vacancy shall be filled by the board.  However, the Board shall consider each absence as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
 
Standards of Conduct                       
No Director shall realize economic gain from an action of the Board of Directors in which that member participated.  Whenever the Board of Directors is considering any action that would have a direct bearing on the business or professional interests of a Director, or the firm or corporation of which the member is an officer, director, employee, or owner, that Director shall be required to advise the Board of Directors of the pertinent facts.
 
Vacancies                         
Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors.  Such appointed Director shall serve only until the next regularly scheduled election.  A vacancy may occur by the resignation, death, incapacity, or removal of an incumbent, or when there is no candidate for election to a position.

ARTICLE VII - OFFICERS
General                             
The officers of the [AACD AFFILIATE NAME] shall be the President, President-elect, Vice President, and Secretary.  The Vice President shall be elected annually at-large, by a majority of the Members.  All elected officers shall be Accredited Members who have served for not less than two years as a Director.  Elected officers may serve for one term of one year.  Any elected officer who serves six [6] or more months shall not thereafter be eligible for election to the same office.
 
President                           
The President shall be the chief executive officer of the [AACD AFFILIATE NAME] and shall preside at all Membership meetings.  The President shall be an ex-officio member of all committees, action groups, task forces or other subdivisions created within the [AACD AFFILIATE NAME], except the Nominating Committee.  The President shall vote only when necessary to break a tie, except as a member of the Executive Committee.  This provision shall not prohibit the President from voting, as a member, on matters presented to the membership for vote by ballot.
 
President-elect                
In the absence or inability or willful refusal to act of the President, the President-elect shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The President-elect shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
 
Ascension of Officers                    
Upon completion of their term of office, the President-elect shall automatically become President, and the Vice President shall become President-elect.
 
Vice President                 
The Vice President shall serve as chair of the Finance Committee, and perform such other duties as assigned by the Board of Directors.
 
Secretary                          
The Secretary shall be selected by the Board of Directors from among its members.  The Secretary shall be responsible for supervising provision of notice of all meetings, maintaining corporate minutes, and fulfilling those duties required by law.
 
ARTICLE VIII - Reserved
 
ARTICLE IX - FINANCES
Accounts                           
The [AACD AFFILIATE NAME] may maintain such bank and investment accounts as the Board of Directors shall determine.
 
No Private Benefit          
The Corporation shall not pay dividends or distribute any part of its income or profit to its members, directors, governors, or officers.  By resolution of the Board, reasonable compensation and expenses of attendance may be paid for attendance at each regular or special meeting of the Boards, or any committee or ad hoc work group of either Board.  Reasonable compensation may be paid to members, directors, governors, officers or staff for services rendered.
 

ARTICLE X - Indemnification

To the fullest extent permitted or required by the applicable sections of state law, each director, officer or employee of the corporation, including the heirs, executors and administrators of each director, officer, or employee, shall be indemnified by the corporation [which shall include advancement of funds], against all costs, expenses and amounts of liability therefore, including counsel fees, reasonably incurred by or imposed upon him or her;
 
a.     In connection with or resulting from any action, suit, proceeding or claim to which he or she may be made a party, or in which he or she maybe or become involved by reason of his or her acts of omission or commission, or alleged acts of omission or commission, as such director, governor, officer or employee, or;
 
b.    Subject to the provisions hereof; any settlement thereof; whether or not he or she continues to be such director, officer or employee at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director, officer or employee which is the basis of such suit, action, proceeding or claim, occurred before or after the adoption of this Bylaw.
Provided, however, that such indemnification shall not apply with respect to any matter as to which such director, officer or employee shall be finally adjudged in such action, suit or proceeding to have been individually guilty of negligence or misconduct in the performance of his or her duty as such director, officer or employee.
 
Provided, however, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the Board of Directors of the Corporation, such settlement and reimbursement appear to be for the best interests of the Corporation.
 
The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director, officer or employee may be entitled under any insurance, agreement, resolution of the members or Board of Directors or otherwise.
 
ARTICLE XI- PARLIAMENTARY AUTHORITY
The current edition of the Standard Code of Parliamentary Procedure (Sturgis) shall govern this organization in all parliamentary situations that are not provided for in the law, or in its Bylaws or adopted rules

ARTICLE XII - Amendments
General                             
These Bylaws may be amended by the affirmative vote of a majority of the legal votes casts on the issue at an annual business meeting of the [AACD AFFILIATE NAME], 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 [AACD AFFILIATE NAME], at least thirty [30] days prior to the date of voting on the proposed amendment.
 
Amendments may be proposed by any member in good standing.  Proposed amendments shall have support of five (5) members, as indicated by their signatures affixed the proposed amendment
 
Except as provided otherwise in these Bylaws, proposed amendments shall be submitted in writing to the [AACD AFFILIATE NAME]'s central office. 
 
The Board of Directors shall schedule a vote on the proposed amendment by the members of the [AACD AFFILIATE NAME] at the next business meeting of the [AACD AFFILIATE NAME].

ARTICLE XIII - DISSOLUTION
The [AACD AFFILIATE NAME] may be dissolved pursuant to the procedures prescribed by state law [AACD AFFILIATE NAME].  In the event of dissolution, all funds and property of the [AACD AFFILIATE NAME] shall be distributed to such other not-for-profit organization, as the Board of Directors shall determine to have purposes and activities most nearly consistent with those of this organization.