ACADEMY OF DENTAL MATERIALS
ADM CONSTITUTION AND BY-LAWS
By-Laws of Incorporation
The original body was incorporated as the Academy for Plastics Research in Dentistry in 1940. That academy was re-incorporated in 1983 as the Academy of Dental Materials, as an international academy interested in promoting dental biomaterials.
TABLE OF CONTENTS:
|Article II:||Objectives of the Academy|
|Article V:||Board of Directors|
|Article VIII:||Duties of Officers|
|Article X:||Certificates of Membership|
|Article XI:||Fiscal Year|
|Article XII:||Books and Records|
|Article XIII:||Charitable Donations by Corporation|
|Article XIV:||Charitable Donations by Corporation|
|Article XV:||Waiver of Notice|
|Article XVI:||Informal Action by Members, Fellows, or Board Members|
ARTICLE I: NAME
The corporation shall be known as The Academy of Dental Materials hereinafter called the Academy.
ARTICLE II: OBJECTIVES OF THE ACADEMY
The objectives of the Academy are as follows:
a. to provide a forum for the advancement of the science of dental biomaterials in both basic and applied aspects of the physical and chemical properties, the biological interactions, the clinical applications, and the techniques associated with the utilization of materials in the field of dentistry;
b. to encourage research in the development of materials applicable to the art and science of dentistry through exchange of ideas;
c. to enhance communication between industrial researchers, institutional scientific investigators, and the professional dentist with an interest in research; and
d. to promote the health of the general public through advancement of the art and science of dentistry.
ARTICLE III: MEMBERSHIP
Section 1 Individual membership in the Academy shall consist of the following categories: Fellow, Active Member, Student Member, Emeritus Member, and Honorary Member.
Section 2 Fellows shall be Members who have attained a high level of achievement in the field of dental materials research. Those Members who are recognized to have advanced dental materials research shall be considered for Fellowship by the Credentials Committee (consisting of the Chair of the Fellowship and Student Awards Committee, as chair, and two representatives of the Board Members-at-Large). Acceptance of Fellows will be based on a simple majority vote of the committee. The Credentials Committee shall award Fellowship, and, upon payment of required dues and initiation fee, members so awarded shall be inducted into Fellowship at the next Annual Meeting. Fellows maintain the same rights, privileges, and responsibilities of Members.
Section 3 Active Members shall be those individuals who can demonstrate evidence of authentic interest in dental materials, and have paid all required dues and assessments. Active Members may be dentists, members of academic institutions, industrial employees, or anyone else who can demonstrate activity or interest in dental materials. Resignation by Active Members must be in writing to the Secretary. Resignations will be recognized as in good standing if there are no outstanding financial obligations to the Academy.
Section 4 Student Members are individuals with an interest in dental materials research who are currently enrolled in an education program. Student Members may attend the Annual Meeting of the Academy. Student members will pay student dues, but will have no voting privileges. There may be an assessment for a journal subscription or other services.
Section 5 Emeritus Members are those individuals who have contributed to the field of dental materials and have retired from their professional position. They must have been Active Members or Fellows prior to achieving Emeritus status. An individual must apply in writing to the Secretary or President for Emeritus status. The Board of Directors will vote on awarding the Emeritus membership. An Emeritus Member will pay no dues, but would be assessed a member’s subscription rate for the journal should he/she decide to continue the subscription. All other rights and privileges of Active Membership would be maintained.
Section 6 An Honorary Member is someone not a member of the Academy whom the Academy wishes to recognize for achievement or contribution. A person would be awarded this status upon nomination by the Board of Directors and approval of the general membership. An Honorary Member would be allowed to attend scientific sessions without a registration fee. No other rights or privileges of Academy membership are accorded an Honorary Member.
Section 7 Active Members shall be considered for Fellowship by the Credentials Committee according to the following guidelines:
a. Achievement of advanced degrees: at least a master’s degree and preferably a Ph.D., Odont Dr., or equivalent degree;
b. Evidence of contribution: publication of at least ten (10), peer-reviewed, scientific articles in refereed journals, of which the candidate should be first author on one-half of the articles; and
c. Longevity of commitment to the field: at least five (5) years of leadership through research, training, service and/or education beyond formal education. Candidates for Fellowship should submit a curriculum vitae and letters of recommendation from a minimum of two Fellows of the Academy.
Section 8 Corporate Membership shall be recognized as a special membership status for business corporations. Corporate members will receive a complimentary subscription to Dental Materials (the journal) for the membership year. Corporate member names and corporate logos will appear in each issue of Dental Materials (the journal) throughout the membership year in acknowledgment of their member status. Acknowledgment of Corporate Membership will also take place at the annual meeting. Corporate membership requires payment of annual dues.
ARTICLE IV: MEETINGS
Section 1 The Academy shall meet at least once in each calendar year. The Annual Meeting shall primarily present a scientific program.
Section 2 During the period of the Annual Meeting a general Business Meeting of the Academy shall be held. Only Fellows and Active Members shall have voting privileges at the Business Meeting. Written notice stating the place, date, and hour of this meeting shall be distributed by phone, facsimile, postal service or electronic mail to all Fellows and Active Members not less than thirty (30) days prior to the meeting. Every member entitled to vote thereat shall be entitled to vote in person and have one vote. A quorum for the transaction of business of the Academy shall consist of those Fellows and Active Members present at the Business Meeting.
Section 3 Written acknowledgment of papers presented at an Academy meeting shall be made by all program participants whose presented papers are later published in part or in whole. It is the responsibility of the program chair to inform the participants of this policy when the invitation is extended to participate in a meeting for an oral or poster presentation.
Section 4 All meetings of the Academy shall be budgeted by the program chair in consultation with the President and Vice-President, and the budget approved by the Board of Directors prior to any financial commitment by the Academy.
ARTICLE V: BOARD OF DIRECTORS
Section 1 The Board of Directors, hereafter referred to as the Board, shall consist of the four elected officers plus six elected at large representatives, plus the immediate past-President. The Board Members shall be elected biannually by the members. At-large Board Members shall hold office for four (4) years and until their successors shall have been elected and shall have qualified. At Large Board Members cannot serve consecutive terms. Only Fellows and Active Members may be members of the Board. In the event of the dissolution of the Academy, the Board shall have no financial responsibility for outstanding debts of the Academy.
Section 2 The affairs of the Academy shall be managed by the Board.
Section 3 Board members may resign at any time by filing a written resignation with the Secretary.
Section 4 Any vacancy occurring in the Board by reason of the death, resignation, removal, or other inability to act of any members thereof may be filled by the remaining members of the Board at any meeting thereof.
Section 5 The Board shall have power to elect or appoint from time to time such officers and agents as are not herein specifically provided for, as the interests of the Academy may require, and in case of such election or appointment the Board shall prescribe the duties of such officer or agent so elected or appointed provided, however, that any such officer or agent so elected or appointed may be removed by a vote of a majority of the Board members then in office, whenever in their opinion the interests of the Academy require such removal. No Board member shall receive any remuneration for services.
Section 6 Any Board member may be removed from office by the vote of at least two-thirds of all the voting members of the Academy present at the next Annual Business Meeting.
Section 7 The annual meeting of the Board shall be held contiguous to, and at the same place as, the Annual Meeting of the Academy.
Section 8 At all meetings a majority of the Board Members is required to constitute a quorum for the transaction of business.
Section 9 Other meetings of the Board may be held at such time and place as shall from time to time be determined by the Board.
Section 10 Special meetings of the Board for any purpose may be called at any time by the President or by a majority of the Board Members on not less than fourteen (14) days notice to each Board Member, either personally or by postal service, electronic mail, facsimile, or telephone.
Section 11 The Board may hold special meetings at any time, without notice, provided all of the Board Members are present or shall have waived notice in writing and consented to the holding thereof; any and all business may be transacted thereat.
ARTICLE VI: OFFICERS
Section 1 The principal officers of the Academy shall consist of the President, Vice-President, Secretary, and Treasurer. Such other officers and agents may be elected or appointed by the Board as the Board may from time to time determine. Only Fellows or Active Members may hold office.
Section 2 The Vice President and secretary positions of the Academy shall be elected biannually by the membership at the Annual Business Meeting. The Treasurer will be elected every 4th year. The office of President shall be filled by succession of the existing Vice President. Vacancies may be filled or new officers created and filled at any meeting of the Board. Principal officers shall hold office until the successor shall have been duly elected and shall have qualified. Other officers, except Editor of the official journal, appointed or elected by the Board shall have their terms of office terminate at the next regular election. The editor of the official journal shall be appointed to that position for a period of four (4) years and can be reappointed by the Board.
Section 3 Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgement the best interests of the Academy would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4 A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board for the unexpired portion of the term.
ARTICLE VII: COMMITTEES
Section 1 The Board shall have power to appoint such committees with such powers and duties, as to the Board shall seem fit for the better administration of the Academy. Committees designated in these by-laws shall also be appointed by the Board and shall have the responsibilities imposed by the Board.
Section 2 The Board and all committee chairs appointed by the Board shall serve on the Executive Committee.
ARTICLE VIII: DUTIES OF OFFICERS
Section 1 The President shall be the chief executive officer of the Academy. The President shall preside at all meetings of the members, the Board, and the Executive Committee. The President may execute bonds, mortgages, and contracts authorized by the vote of the membership and shall have the general powers usually vested in the chief executive officer of an academy, provided that the Board may delegate any specific powers to any other officer of the Academy or impose such limitations or restrictions upon all powers of the President as they may see fit. The President shall maintain a detailed list of the duties of all members of the Executive Committee, and shall update the list as needed.
Section 2 The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice-President shall perform such other duties as may from time to time be imposed by the Board.
Section 3 The Secretary shall attend all meetings of the members and the Board and shall record all votes and the minutes of all proceedings. The Secretary shall perform such other duties as properly appertain to the office of Secretary and such other services as may be imposed upon him/her from time to time by the Board.
Section 4 The Treasurer shall have the custody of the Academy funds and securities and shall keep full and accurate records of receipts and disbursements in books belonging to the Academy and shall deposit all moneys and other valuable effects in the name and to the credit of the Academy in such depositories as may be designated from time to time by the Board. The Treasurer shall disburse the funds of the Academy as may be ordered by the Board, taking proper voucher for such disbursements, and shall render to the President and the Board at the regular meeting of the Board, whenever they or any of them may require, an account of all of his/her transactions as Treasurer and of the financial condition of the Academy. The Treasurer shall perform such other duties as shall from time to time be imposed upon him/her by the Board. If required by the Board, he/she shall give bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his/her office and for the restoration to the Academy in case of his/her death, resignation, retirement, or removal from office of all books, papers, vouchers, money, and property, of whatever amount or nature in his/her possession or under his/her control belonging to the Academy.
Section 5 The Editor shall be responsible for the editing of the official journal of the Academy, and be responsible for other appropriate Academy publications, and maintain correspondence with the appropriate publisher or printer.
ARTICLE IX: DUES
Section 1 Annual dues for all Fellows and Active Members shall be assessed as voted on by the membership and shall include a subscription to the official journal of the Academy. Such dues shall be assessed October 1, and shall be payable by January 1 of the next year. If not paid by January 15th, a reminder will be sent and if not paid by February 15th, they will be dropped from the membership list.
Section 2 Fellows or Active Members in arrears of their dues after the Annual Meeting will be suspended from the Academy. Once delinquent dues are paid the Fellow or Active Member will be reinstated in his/her former status.
Section 3 Any Fellow or Active Member resigning in good standing may reapply without penalty. All resignations must be in writing to the Secretary.
ARTICLE X: CERTIFICATES OF MEMBERSHIP
The Academy may, from time to time, issue certificates of membership in such form as may be authorized by the Board.
ARTICLE XI: FISCAL YEAR
The fiscal year of the Academy shall commence on January 1, and end on the following December 31. The Board may change from time to time the fiscal year of the Academy.
ARTICLE XII: BOOKS AND RECORDS
The Academy shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE XIII: CHARITABLE DONATIONS BY CORPORATION
The Board shall, with respect to any property held by the Academy, whether constituting income or principal, and subject to such restrictions as to the use or distribution thereof as may be imposed by the donor of such property, have the power to select and determine the charitable, scientific, educational, literary or religious organizations to be benefitted, the amount of any donations or contributions to be made thereto, the time or times when such donations or contributions shall be distributed and any restrictions with respect to the use or disposition of such donations or contributions by such organizations, all subject, however, to the provisions of the Academy’s articles of incorporation, provided that the Board may designate one or more officers of the Academy to make any such selection or determination.
ARTICLE XIV: CHARITABLE DONATIONS TO CORPORATION
The Board shall have the power to accept and receive any property by way of gift, device or bequest, from any person, firm or corporation, to be held and disposed of upon the terms, conditions, and restrictions imposed upon such gift, device or bequest by the donor thereof; provided, however, that the property so received shall be held and disposed of only for the objects and purposes of the Academy.
ARTICLE XV: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the general not-for-profit corporation act of Illinois or under the provision of the article of incorporation or the by-laws of the Academy, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XVI: INFORMAL ACTION BY MEMBERS, FELLOWS, OR BOARD MEMBERS
Anything herein contained to the contrary notwithstanding, any action to be taken at a meeting of the members or the Directors may be taken without a meeting if a written consent thereto, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject of the matter thereof, or all of the Directors, as the case may be.
ARTICLE XVII: AMENDMENTS
Section 1 Proposals to amend these by-laws shall be made in writing and endorsed by at least three (3) Fellows or Active Members, and delivered to the President at least three (3) months prior to the next Annual Meeting. A copy of the proposed amendment must be distributed to each Fellow and Active Member at least one month prior to the meeting. A majority vote of those voting members present at the Annual Meeting shall be required to approve such a change in the by-laws.
Section 2 Should an amendment to the by-laws be proposed during the Annual Business Meeting the text of which has not been distributed beforehand, such amendments may be accepted by a two-thirds (2/3) favorable vote of those voting members present.
Section 3 Rules and regulations governing the activities of the Academy may be enacted. Such rules and regulations cannot countermand any by-laws. Rules and regulations may be proposed by the Board.
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