CHAPTER I – MEMBERSHIP
SECTION A – CLASSIFICATION
The members of this society shall be classified as follows:
- Active Member / Charter Member
- International Member
- Honorary Member
- Retired Member
- Student Member
SECTION B – ELIGIBILITY
Active Member - Any person who has met the requirements for membership of the American Association of Orthodontists shall be eligible for active membership. An active member whose membership was in effect on December 31, 1961, shall be designated as a charter member.
International Member - Any person residing outside the United States who is a member in good standing of an orthodontic or dental society in his/her country of residence, and is engaged in the exclusive practice of orthodontics or employed as an academic instructor in orthodontics, shall be eligible for international membership.
Honorary Member - A Merit Award Recipient or an individual who has made outstanding contributions to the advancement of the art and science of dentistry, upon nomination and election by the Board of Directors, shall be classified an honorary member. If a regular member is awarded honorary membership status, he/she may retain the privileges of his/her former membership classification.
Retired Member - Members who have retired from the active practice of orthodontics, and who immediately prior to their retirement were active members for ten consecutive years, may request reclassification to the status of retired membership.
Student Member - A dentist enrolled as a full-time graduate student in an advanced course in orthodontics at an institution approved by the Council on Orthodontic Education of the AAO is eligible to apply at any time during his/her course of study for student membership.
SECTION C – PRIVILEGES
All members shall be entitled to attend any scientific session of this Foundation and to other services and privileges provided the general membership.
An active member in good standing shall further be eligible to vote in all applicable elections and to stand for election or appointment to any office or committee of this Foundation, as provided by the bylaws.
SECTION D – APPLICATION AND ELECTION TO MEMBERSHIP
Application for all classifications of membership, except for honorary membership, shall be made on the form approved by this Foundation. The applicant shall be recommended by at least two active members. Applications for membership shall be sent to the OERF business office. Upon review by the Membership Committee, membership can be approved or disapproved. Unacceptable candidates shall be resubmitted when the cause for rejection has been corrected. The Foundation may deny membership or revoke membership to any person if such membership is deemed detrimental to the general welfare of the public, the good of the profession, or the character of the Foundation.
SECTION E – DUES AND ASSESSMENTS
All dues and assessments and application fees shall be payable in U.S. currency. Membership dues are due and payable within 30 days of receipt of the dues notice. Membership dues shall be considered delinquent if not received on or before January 1st of the following year. Dues for active and international members shall be determined by the Board. Student, retired, and honorary members shall be exempt from dues and annual meeting registration fees. The Board of Directors shall have the power to waive dues and assessments in unusual or hardship circumstances. A member may be terminated for non-payment of dues, or failure to maintain high moral, ethical and clinical standards, or failure to meet all the provisions of these bylaws. All members exempt from dues and annual meeting registration fees shall be required to pay for all other functions such as banquets, meals and continuing education courses.
CHAPTER II – BOARD OF DIRECTORS
SECTION A – COMPOSITION
The Board of Directors shall be composed of twelve (12) voting Directors and as many non-voting Executive Directors as deemed necessary by the Board, all of whom shall be appointed by the Board and be active members of the Foundation. The immediate Past President shall serve as an ex-officio member of the Board for one year following completion of his/her term in office. The seven original founders of the Orthodontic Education and Research Foundation shall be designated as non-voting Honorary Board Members.
SECTION B – TERM OF OFFICE
A Director shall be elected for a four (4) year term of office. Directors shall serve for the term elected and until their successors are duly elected and qualified.
SECTION C – NOMINATIONS
Board of Directors – The Nominating Committee, consisting of a minimum of three of the five immediate past presidents, shall present nominations for Board Members during the annual session. Other nominations may be made by any Board Member at the first board meeting of each annual session. Board Members may also be nominated at the general business meeting by any active member.
Officers – Only Board Members may be nominated as officers. The President, President Elect, Vice President, Secretary/Treasurer, Directors of Finance and Executive Directors shall be nominated by the Board during the annual session. Officers may also be nominated at the general business meeting by any active member.
SECTION D – ELECTION OF DIRECTORS
Such Directorships as shall be vacant at any annual session shall be filled by the vote of the membership at the membership business meeting held during the annual session. If more than one candidate is nominated for the same office, voting by those active members present shall be by secret ballot. The majority of ballots cast shall elect.
SECTION E – ELECTION OF OFFICERS
The Board of Directors at the final meeting of the Board convened during the annual session shall elect the following officers: President, President Elect, Vice President, Secretary/Treasurer, Directors of Finance and Executive to the offices of Directors as set out in Chapter HI hereof.
If more than one candidate is nominated for the same office, voting by those present shall be by secret ballot. The majority of ballots cast shall elect.
Newly elected Officers and Board Members will assume their offices and duties immediately following the last business meeting of the annual session.
SECTION F – VACANCIES
hi the event of a vacancy in the office of any Director, such vacancy shall be filled by appointment from the Board of Directors for the unexpired term of such Director. Should the office of President become vacant, the President Elect shall become President for the unexpired portion of the term. A vacancy in the office of President Elect, Vice President, or Secretary/Treasurer shall be filled by the majority vote of the Board of Directors at any annual or special meeting of the Board of Directors.
SECTION G – QUORUM
A majority of the voting members of the Board of Directors shall constitute a quorum.
SECTION H – POWERS
The Board of Directors shall be the managing body of the Foundation vested with full power to conduct all business of the Foundation, subject to the laws of the State of Missouri, the Articles of Incorporation, bylaws, and the mandates of the membership. It shall have the power to establish rules and regulations not inconsistent with these bylaws to govern the organization and procedure of the Foundation.
- It shall have the power to direct the President to call a special session of the Board.
- It shall have discretionary power to include or omit any material in whole or part from the official publication of the Foundation.
- It shall have the power to establish interim policies, including the disbursement of unbudgeted funds, when such policies or disbursements are essential to management of the society.
SECTION I – DUTIES
- To determine the date and place of each annual session of the society.
- To have a CPA provide a compilation of all accounts of the Foundation annually and an audit,as needed.
- To prepare an annual budget for Foundation activities.
- To provide for supervision and maintenance of all property owned or operated by the Foundation.
- To perform such other duties as may be prescribed by these bylaws.
- To review the provisions of the bylaws for consistency with Foundation policies and suggest changes that will promote administrative efficiency.
- To insure that the requirements of the Foundation to meet its primary purposes are fulfilled annually.
CHAPTER III – DUTIES OF OFFICERS. DIRECTORS OF FINANCE. EXECUTIVE DIRECTORS AND HONORARY BOARD MEMBERS
SECTION A – PRESIDENT
- To serve as the official representative of the Foundation.
- To preside at all meetings of the Foundation and the Board of Directors and exercise general supervision of both.
- To be an ex-officio member of all committees.
- To sign all official documents requiring the President’s signature.
- To submit an annual report to the membership.
- To appoint annually the chairmen of respective committees.
- To perform such other duties as provided in these bylaws or as usually pertain to the office of President.
SECTION B – PRESIDENT ELECT
- To assist the President and perform such other duties as required by the Board of Directors.
- To occupy the chair in the absence of the President.
- To succeed to the office of President should that office become vacant for any reason.
- To be responsible for program development.
- To perform such other duties as provided in these bylaws or as usually pertain to the office of President Elect.
SECTION C – VICE PRESIDENT
- To assist the President and/or President Elect and perform such other duties as required by the Board of Directors.
- To occupy the chair in the absence of the President Elect.
- To be responsible for the development and publication of the Foundation’s newsletter no later than nine months following the annual meeting.
- To perform such other duties as provided in these bylaws or as usually pertain to the office of Vice President.
SECTION D – SECRETARY/TREASURER
- To keep records of the Foundation and of the Board of Directors.
- To attend to all official correspondence of the Foundation except as otherwise specifically directed by the Board.
- To issue all notices of the Foundation.
- To keep a list of all members of the Foundation properly classified as to type of membership.
- To receive and compile reports from all committee chairmen to be submitted to the President before the first annual business meeting and in time for his/her annual report.
- To perform such other duties as provided in these bylaws, required by the Board of Directors, or as usually pertain to the office of Secretary/Treasurer.
SECTION E – DIRECTORS OF FINANCE
- The office of Directors of Finance shall be held by at least two (2) or more members, which number shall be reviewed and determined annually and set by the Board of Directors prior to the election of officers.
- To be responsible for the accounts, funds and securities of the Foundation and to hold same subject to the direction of the Board of Directors.
- To collect all monies due the Foundation and keep accurate records of the same in suitable record books provided for this purpose.
- To pay out money for expenses authorized by the Foundation and record such transactions.
- To deliver an annual financial report to the general membership.
- To perform such other duties as provided in these bylaws, required by the Board of Directors, or as usually pertain to the position of Director of Finance.
SECTION F – EXECUTIVE DIRECTORS
- Executive Directors shall be responsible for maintaining archives of all official documents, records, minutes of all meetings, and be available to assist and/or advise the officers and Board of Directors.
- They shall serve as ex-officio members of all committees and attend and act as advisors at all Board meetings.
- Executive Directors shall serve for an indefinite term or until such time when they are relieved of their duties by the Board of Directors.
SECTION G – HONORARY BOARD MEMBERS
- Honorary Board Members shall act as advisors to the Board of Directors.
CHAPTER IV- COMMITTEES
SECTION A – STANDING COMMITTEES
- Constitution and Bylaws
- Future Direction
- Merit Award
- Pledges, Gifts, Donations
- Recognition, Citations, Photography & Archives
SECTION B – SPECIAL COMMITTEES
- Special committees of the Foundation may be created by the Board of Directors to perform duties not otherwise assigned in these bylaws.
CHAPTER V- INDEMNIFICATION
This association shall indemnify to the full authority as permitted by the corporation laws of the State of Missouri any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a director, officer of, employee of, or a member elected or appointed to any position or responsibility within this Foundation.
CHAPTER VI – AMENDMENTS
These bylaws may be amended at any session of the Foundation by a majority vote of the active members whether by mail or present and voting. These amendments should be presented at the first annual business meeting and voted upon.
CHAPTER VII – CORPORA TE DISSOL UTION
At such time and place as the Orthodontic Education and Research Foundation ceases to function and is dissolved as a corporate entity, the Board of Directors is charged with the final distribution of Foundation assets in accordance with the purposes of the Foundation as set out in the preamble.