Illinois Academy of General Dentistry

Constitution And Bylaws

Constitution

Adopted
February 16, 1994
Revised January 1998
Revised February 20, 2002
Revised May 4, 2003
Revised September 8, 2004
Revised February 22, 2006
Revised September 13, 2006
Revised September 5, 2007
Revised February 14, 2014 IAGD to ILAGD
Revised September 17, 2014
Revised September 9, 2015

ARTICLE I
Name

The name and title by which this organization (hereafter referred to as the “Illinois Academy”) is and shall be known as “The Illinois Academy of General Dentistry.”

ARTICLE II
Purpose

The purpose of the Academy is to serve the needs, to represent the interests, and to foster the continued proficiency of the general dentist through quality continuing education in order to better serve and promote the oral health of the public.

ARTICLE III
Section 1. Incorporation

The Illinois Academy is incorporated in the State of Illinois as a not-for-profit organization. If this corporation shall be dissolved at any time, no part of it, funds or property, shall be distributed to or among, its members, but after payment of all indebtedness of the corporation, its surplus funds and properties shall be used for dental education and research in such a manner as the then governing body of the organization may determine.

Section 2. Central Office

The central office of this academy shall be located within the geographical boundaries of the Academy.

Section 3. Component Academy

A. Organization of components
No component can be organized with fewer than twenty-five (25) members. Upon petitions signed by twenty-five (25) or more active members of this Academy, the General Assembly may grant a charter to a 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 this Academy nor the Academy of General Dentistry. A new component may form with the permission of the ILAGD Board of Directors in consultation with the existing component and the new geographic boundaries are listed. As components are approved, they shall be listed in this section of the Constitution with their jurisdictional boundaries.

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 via the constituent by the AGD’s Headquarters office.

B. Chartered Components
1. Chicago Component will cover the area from the Wisconsin-Illinois border on the north to Interstate 80 on the south, Lake Michigan on the east to the Fox River on the west.
2. Northern Illinois Component will cover the area from the Wisconsin-Illinois border, on the
North, to Interstate 80 on the south, the Fox River on the east to the state line on the west
3. Central Illinois Component will cover the area of the State of Illinois between Interstate 80
and Interstate 70.
4. Southern Illinois Component will cover the East St. Louis Metropolitan area and all the state
south of Illinois Interstate 70. Until such time as this component is established, the area will
be covered by the Central Illinois component.

ARTICLE IV
Membership

The membership of the Academy shall consist of individuals whose qualifications, classifications, rights, obligations and the method of their acceptance and election shall be as established in Chapter 1 of the Bylaws.

ARTICLE V
Government

Section 1. Legislative Body
The legislative and supreme governing body of the Academy will be a General Assembly as provided for in Chapter III of the Bylaws.

Section 2. Administrative Body
The administrative body of this Academy shall be a Board of Directors as provided in Chapter III of the Bylaws.

ARTICLE VI
Elected Officers

The elected officers of this Academy shall be President, President-elect, Vice-president, Secretary, Treasurer, and Editor. The powers, duties, terms of office and method of election shall be set forth in Chapter IV in the Bylaws.

ARTICLE VII
Board of Directors

Subject to the action of the General Assembly, and between meetings of the General Assembly, the control and administration of this Academy shall be vested in a Board of Directors as provided in Chapter IV of the Bylaws.

ARTICLE VIII

Meetings of the Academy
The Illinois Academy shall hold an Annual Business Meeting of the General Assembly at a time and place to be designated by the Board of Directors. At that time, the membership will elect its officers and directors.

ARTICLE IX
Principles of Ethics

The Principles of Ethics of this Academy shall be the Principles of Ethics of the Academy of General Dentistry.

ARTICLE X
General Provisions

Section 1
The Constitution and its Bylaws, either as presently drawn or amended, shall not be in conflict with the Constitution and Bylaws of the Academy of General Dentistry.

Section 2
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, such provision shall be deemed automatically amended to conform without requiring any further action of the Illinois Academy of General Dentistry.

Section 3
The Illinois Academy recognizes The American Institute of Parliamentarians Standard Code of Parliamentary Procedure (AIPSCPP) as the parliamentary authority that governs the procedure of the Illinois Academy in all situations not covered by rule from a higher source.

ARTICLE XI
Amendments

Section 1
This Constitution may be amended by a two-thirds (2/3) affirmative vote of the members of the General Assembly, provided that the proposed amendments have been presented to the membership at least thirty (30) days before the meeting at which such action is proposed to be taken.

Section 2
The Board of Directors, the Illinois Academy Committee on Constitution and Bylaws by a majority vote, any component of the Academy, 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 (120) days prior to any meeting of the General Assembly.

Section 3 Components
Each component shall adopt and maintain a constitution and bylaws which shall not be in conflict with, or
limit, the constitution and bylaws of this academy and shall file a copy thereof and any changes which may
be made thereafter, with the state Secretary of the Academy, who shall refer same to the Board of Directors.

BYLAWS
CHAPTER 1
Membership

Section 1. Classification of Membership: All classification of membership shall be in accordance with
National AGD policy
Section 2. Removal From One Jurisdiction to Another
A member who has changed the location of his/her practice from the jurisdiction of one component Academy to that of another component Academy may maintain membership in the original component Academy of which he/she is a member for only one (1) full calendar year following that of relocation. Continued membership in AGD would require a membership change to the new component Academy.

CHAPTER II

Dues, Assessments and Processing Fees

Section 1. Membership Dues

Membership dues shall be payable on the first day of January of each year. Constituent dues for all constituent members shall be determined by a majority vote of the constituent Board of Directors, in accordance with these Bylaws and are in addition to AGD dues.

Eligibility for waived constituent dues by membership classification will be determined by the Constituent Board of Directors.

Section 2. Active Members Elected After October 1

The dues for members enrolled between October 1 and December 31 shall be fifty (50) percent of regular constituent dues.

Names of Individuals accepted into membership after October 1st of any year shall be added to the roster for the next calendar year, however an individual’s date of membership shall be based on the date of receipt of the application.

Section 3. Loss of Membership and Reinstatement

A. A member whose current dues have not been paid by March 31 of the current year shall cease to be a member of the AGD; the individual may secure reinstatement by paying the amount due 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 for the past year/years as well as the next year. Once such a member is reinstated, he or she may reclaim credit for any continuing education he or she obtained while an inactive member of the AGD, upon presenting proof of attendance.

B. As a result of judicial procedure:

1. The Illinois AGD may cause an individual to lose his or her membership either temporarily or permanently as provided in Chapter XII, Section 1.A. of the AGD 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 Chapter XII, Section 2 of the AGD’s Bylaws;

2. A member under suspension is automatically reinstated at the end of the
suspension period as specified by the constituent AGD and/or the AGD
Council on Constitution and Bylaws and Judicial Procedures;

3. A member who is expelled from the organization may not be reinstated
until such time as the expulsion is lifted by either the involved constituent
AGD or an appeal to the National Council on Constitution and Bylaws and
Judicial Procedures.

Section 4. Special Considerations
A. 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 specified number of years following graduation.
B. Total 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.
1. A totally disabled member may apply for dues waiver by:
a. Submitting to the AGD through his or her constituent AGD a statement, signed by a physician, attesting total disability; and
b. A dues waiver application through his or her constituent AGD attesting to his or her total disability and to the constituent’s willingness to grant a similar waiver of dues.
2. During the period of exemption from dues, further verification of disability may be requested by the AGD.

C. Charitable Service: A member who is performing dentistry full-time for a charitable organization and is receiving neither income nor salary, other than subsistence income for such charitable services, shall pay the same dues as a retired member. Such dues are due January 1 of the year following such charitable service has been initiated, with the anticipation that it will be performed continuously for at least one (1) year and provided that the member does not supplement such subsistence income by the performance of services as a member of the faculty of a dental school, as a dental administrator or consultant,
or as a practitioner of any activity for which a license to practice dentistry or
dental hygiene is required.

D. Leave of Absence

1. A member in good standing who has temporarily left the practice of dentistry for reasons of child-rearing, 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 Board of Directors which shall be forwarded to the Headquarters office to effect the leave.

2. Dues will be the same as that established 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.

3. Leave of absence status is limited to three (3) consecutive years.

4. Members who have lapsed their membership in the AGD 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.

5. Consideration for granting a leave of absence will not be granted to any member whose license is currently revoked or suspended.

CHAPTER III
General Assembly

Section 1. Governing body
The supreme governing body of the Illinois Academy shall be a General Assembly consisting of active members, retired members, part-time members, and members emeritus who attend and who are eligible to vote at any business meeting.

Section 2. Powers
The General Assembly shall have the following powers:
To be the supreme legislative body of the Academy;
To determine the policies which will govern this Academy in all its activities;
To elect the officers and members of the Board of Directors and to act upon requests from the Board for removal of a director or officer;
To enact, amend, and repeal the Constitution and Bylaws of this Academy;
To serve as a final constituent appeal body from decisions of the Board of Directors and the officers of this Academy on any disciplinary action taken against any member of this Academy.
To grant, suspend or revoke charters of component academies.

Section 3. Sessions
The General Assembly shall convene once a year, at a time and place designated by the Board of Directors, to elect and install officers and directors and conduct such other business as the Board of Directors shall deem appropriate for consideration by the General Assembly. This meeting shall be called the Annual Business Meeting of the General Assembly. The General Assembly may also 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 twenty-five (25) members of this Academy. Written notice must be given by the Secretary to all members of this Academy at least thirty (30) days prior to any business meeting of the General Assembly.

Section 4. Order of Business at the Annual Business Meeting of the General Assembly.
The following must be included in the order of business:
Call to order by the President
Minutes of the previous meeting
Reports of the President, Secretary, Treasurer and Editor
Reports of councils and committees
A report of the actions of the Board of Directors given by the Secretary
Unfinished business
New business.
Report of the Nominating Committee
Election of officers
Installation of officers
Adjournment

Section 5. Quorum
A quorum at a General Assembly meeting shall consist of at least twelve (12) active or retired members.

Section 6. Rules of Order
Sturgis Standard Code of Parliamentary Procedure shall govern the deliberations of the Illinois Academy in all cases where it does not conflict with the Constitution and Bylaws.

Section 7. Voting in the assembly
Each member in good standing of the assembly shall have one vote. The presiding chair may vote to break a tie.

CHAPTER IV
Board of Directors
Section 1. Composition
The Board of Directors shall consist of the National Trustee (nonvoting) and the following voting members, including the President (voting only to break ties), President-elect, Vice-president, Secretary, Treasurer, Editor, the immediate past-President, Regional Director and twelve (12) Directors-at-Large elected at the Annual Business Meeting of the General Assembly. Four of the twelve Directors-at-Large shall be elected each year to a three-year term on the board. No Director-at-Large shall serve more than two (2) consecutive terms. The president shall preside at meetings of the Board of Directors. In voting on the board or any committee, each person shall have one vote regardless of how many offices they may hold in the Academy. In the event that a committee is not at full strength because one member has two named offices on that committee, the president may appoint a board member to that committee.

Once a member of the Board of Directors has served as an officer in four out of five offices of the ILAGD (i.e. Secretary or Treasurer or both, Vice President, President elect and Immediate Past President, excluding the Editor.), he/she may only seek a position as an Emeritus member of the Board of Directors and not as a Director-at-Large.

Section 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 twice a year. The Secretary shall assume the responsibility for advising every member of the Board of the meeting at least ten (10) days in advance. A majority of the Board of Directors shall constitute a quorum.

Section 3. Duties and Powers of the Board of Directors
It shall be the power and duty of the Board of Directors:
To control, manage and administer the Illinois Academy in the interim between meetings of the General Assembly.
To provide for the maintenance and supervision of all property owned or operated by this academy.
To determine the place and date for holding the Annual Business Meeting of the General Assembly and to approve an overall meeting schedule for the coming year.
To establish a budget for the coming year and to see that all Illinois Academy accounts are examined in detail and audited at least every other year and more often if indicated.
To review all council and committee reports and take appropriate action on them.
To act as the Nominating Committee and submit a report for publication to the general membership at least thirty days prior to the Annual Business Meeting of the General Assembly.
To review all proposed component charters and make recommendations to the General Assembly for establishing their geographical boundaries before they are acted upon at a meeting of the General Assembly.
To periodically assess the needs of the members and to develop plans to see that those needs are met.
To employ an Executive Secretary and/or an Executive Director as needed.
To establish and maintain a statement of current policies to serve as guideline for recurrent issues.
To ratify choices of delegates and alternates selected to represent the ILAGD at the National AGD House of Delegates.
To ratify the Regional Director and Trustee selection to represent Region 8.
To act upon recommendations from the President about committee appointments, including the removal of those committee members either unwilling or unable to function in their assignments.
To make recommendations to the General Assembly with regard to the removal of any officer or director.

Section 4. Vacancy on the Board
In the event of a vacancy on the Board for any reason, a new board member may be appointed by the President with the approval of the Board of Directors to serve until the next election.

Section 5. Election of Board Members
The Chair of the Nominating Committee shall present the committee’s report at the Annual Meeting. The committee shall select its nominees from between
petitions of candidacy received from the general membership; and,
candidates of its own selection.
All petitions presented for consideration shall contain:
The office sought
The name of the candidate
His/Her written consent to nomination and service
A brief biographical sketch of the nominee
The signatures of ten (10) active members of the Illinois Academy of General Dentistry.
All petitions received prior to the meeting of the nominating committee shall be considered for nomination to the committee’s slate of candidates. Those not chosen for the slate shall be included on the official ballot as “other qualified candidates” as shall any proper petition received after the meeting of nomination committee but at least thirty (30) days prior to the Annual Meeting. No other petitions will be considered. Nominations shall not be accepted from the floor of the Annual Meeting. No person shall be nominated or serve unless he/she is an active member in good standing of the Illinois Academy of General Dentistry and capable of being bonded.

Section 6. Emeritus Board Member
Past Board Member/Officer excluding President
Any individual who is a member in good standing of National AGD and who has served as an officer or board member of ILAGD, may, upon a 2/3 majority vote of a duly elected Board of Directors of ILAGD, be elected to Emeritus status on the ILAGD Board of Directors. Emeritus status will include an invitation to attend all ILAGD Board of Director meetings and participate in all activities and discussions of the BOD but without the right to vote and offer or second motions, unless such Emeritus member is a current officer or director of a duly elected ILAGD BOD.

Section 7. Removal Proceedings

A Board member, including any officer, may be removed from office based on a recommendation from the Board of Directors. Such an action shall require a majority vote of the members of the Board present and voting and a two-thirds (2/3) vote of the members attending a meeting of the General Assembly which has been announced to the entire membership at least thirty (30) days in advance of such meeting.

CHAPTER V
Officers
Section 1. Officers
A. Elected
The elected officers of this Academy shall be a President, President-elect, Vice-President, Secretary, Treasurer, and Editor.
B. Non-Elected
The non-elected officer of this Academy shall be the Immediate Past President.

Section 2. Terms of office
The President, Vice-President and President-elect shall each serve a one (1) year term. The Secretary and Treasurer shall each serve a two-year term with that term expiring on alternate years so either a Secretary or Treasurer will be elected in any given year. The Secretary and Treasurer may be re-elected to a second two (2) year term, but may not serve for more than two (2) terms. The Editor shall be elected annually with no limit to the number of terms in office.

Section 3. Vacancy in Office
In the event of a vacancy for any reason in the offices of Vice-president, Treasurer, Secretary, or Editor, the President shall name a successor to serve until the next Annual Business Meeting of The General Assembly. This appointment is subject to the approval of the Board of Directors. In the event the presidency is vacated, the President-elect shall assume the duties of the presidency for the vacated term immediately and the Vice-president shall be considered next-in-line of succession while the office of President-elect remains vacant until the next Annual Business Meeting of The General Assembly.

Section 4. Election of Officers
The Chair of the Nominating Committee shall present the committee’s report at the Annual Meeting. The committee shall select its nominees from between petitions of candidacy received from the general membership; and, candidates of its own selection.
All petitions presented for consideration shall contain:
The office sought
The name of the candidate
His/Her written consent to nomination and service
A brief biographical sketch of the nominee
The signatures of ten (10) active members of the Illinois Academy of General Dentistry.
All petitions received prior to the meeting of the nominating committee shall be considered for nomination to the committee’s slate of candidates. Those not chosen for the slate shall be included on the official ballot as “other qualified candidates” as shall any proper petition received after the meeting of nomination committee but at least thirty (30) days prior to the Annual Meeting. No other petitions will be considered. Nominations shall not be accepted from the floor of the Annual Meeting. No person shall be nominated or serve unless he/she is an active member in good standing of the Illinois Academy of General Dentistry and capable of being bonded.

Section 5. Duties of the Officers:

A. President: It shall be the duty of the President:
1. To serve as an official representative of this Academy in its contact with government, civic, business, and professional organizations for the purpose of advancing the objectives and policies of this Academy.
2. To serve as a non-voting member on all academy committees (except nominating committee).
3. To preside at meetings of the General Assembly and the Board of Directors. At both meetings, he/she shall have the right to vote only in the event of a tie.
4. To appoint members to vacancies on committees, subject to the approval of the Board of Directors.
5 To submit an annual report to the General Assembly.
6. To appoint committee chair and members, subject to ratification by the board.
7. To establish an agenda for each meeting.
8. To appoint delegates and alternate delegates to the Annual Meeting in collaboration with the Regional Director
9. To fill vacancies in the Regional Director and Trustee offices.

B. President-elect: It shall be the duty of the President-elect:
1. To serve as a voting member of the Board of Directors.
2. To assume the office of President in the event that the President is unable to fulfill the term of his/her office.
3. To succeed to the office of President on January 1 of the year following the conclusion of the annual business meeting.
4. To serve as committee chair for all committees that are not otherwise chaired.
5. To attend all important functions of this Academy.
6. To preside in the temporary absence of the President at meetings of the General Assembly or
Board of Directors.
7. To cooperate with the President and familiarize himself/herself with the duties of that office.

C. Vice-President: It shall be the duty of the Vice-President:
1. To assist the President and the President-elect in the performance of their duties and to fulfill those duties in their absence.
2. To serve as a voting member of the Board of Directors.
3. To serve as presiding officer in the absence of both the President and President-elect.
4. To serve on the CE Committee and chair the CE portion of the Annual Meeting of the General Assembly.
5. To be a non-voting consultant to all committees.
6. To succeed to the office of President-elect on January 1 of the year following the conclusion of the annual business meeting.
7. To act as Parliamentarian at all ILAGD Board Meetings and consult with the Immediate Past President when necessary.

D. Secretary: It shall be the duty of the Secretary:
1. To keep minutes of all meetings of the Board of Directors and the General Assembly.
2. To be responsible for all records and properties of this Academy.
3. To notify committee members of their appointments.
4. To countersign all citations, certificates, and testimonials.
5. To conduct correspondence on behalf of this Academy.
6. To notify all members of the Annual Business Meeting of the General Assembly at least thirty (30) days in advance.
7. To notify all members of the Board of Directors of meetings at least ten (10) days in advance.
8. To advise new board members that they have been elected.
9. To complete and submit the Constituent of the Year application to the proper office of the Academy of General Dentistry

E. Treasurer: It shall be the duty of the Treasurer:
1. To keep adequate and proper accounts of the properties and funds of this Academy.
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 moneys and other valuables in the name of and to the credit of this Academy.
4. To disburse the funds of this Academy as may be directed by the Board of Directors.
5. To sign and cause to be countersigned all checks.
6. To prepare a budget for review and approval by the Board of Directors at the Annual Session Meeting of the Board of Directors (in September).
7. To cause to be bonded all persons authorized to handle Academy funds.
8. To report year to date budget updates as part of the Board Meeting reports.
9. To file an annual tax return for ILAGD after September 30th, before the deadline assigned by the IRS.

F. Editor: It shall be the duty of the Editor:
1. To serve as a voting member of the Board of Directors.
2. To assume full responsibility for this Academy’s publications and to exercise all editorial control for these publications subject to policies established by the Board of Directors and the General Assembly.
3. To give a report at each Board of Directors meeting.

G. Immediate Past-President: It shall be the duty of the Immediate Past-President:
1. To serve as chair of the Search & Nominating Committees.
2. Arranges Past President’s invitation to the Weclew Seminar and dinner at the ILAGD Board Meeting that follows.

CHAPTER VI
National Officers Nominated by ILAGD

A. Regional Director (Region 8)
1. Election of the Regional Director:
a. Will be nominated by nominating committee.
b. Will take place at a meeting held prior to the AGD National meeting
c. Will be elected by a simple majority vote of the Illinois AGD Board of Directors (including officers) at a meeting held no more than one hundred sixty (160) days in advance of the AGD Annual meeting and must be announced to the members of the ILAGD Board at least thirty (30) days prior to the date of the called meeting.
2. Duties of the Regional Director:
a. Shall be consistent with those listed in the AGD Constitution and Bylaws.
b. Shall be to serve as a voting member of the ILAGD Board of Directors
3. Regional Director Office Vacancies: In the case of a vacancy of this Regional Director office, the Illinois Academy of General Dentistry President will appoint a replacement, with the approval of a majority of the Board of Directors, who will serve as Regional Director until an election is held at the meeting prior to the next Academy of General Dentistry National Meeting.
Should the elected Regional Director be unable to attend the National Meeting of Regional Directors, the line of succession of substitute attendees shall be as follows: President, President-Elect, Vice-President. In the event that none of these can attend, the Executive Committee shall appoint a member to attend.
AGD Trustee (Region 8)
1. Election of the Trustee
a. The Trustee will be nominated by nominating committee.
b. The election will take place at a meeting held prior to the AGD National meeting.
c. The Trustee will be elected by a simple majority vote of the Illinois AGD Board of Directors (including officers) at a meeting held no more than one hundred sixty (160) days in advance of the AGD Annual meeting and must be announced to the members of the ILAGD Board at least thirty (30) days prior to the date of the called meeting.
2. Duties of the Trustee
a. Duties shall be consistent with those listed in the AGD Constitution and Bylaws.
b. To serve as a member of the Board of Directors without the right to vote, make or second motions.
3. Trustee Office Vacancies: In the case of a vacancy of this Trustee office, the Illinois Academy of General Dentistry President will appoint a replacement, with the approval of a majority of the Board of Directors, who will serve as Trustee until an election is held at the meeting prior to the next Academy of General Dentistry National Meeting.
Should the elected Trustee be unable to attend the National Trustee Meeting, the line of succession of substitute attendees shall be as follows: Regional Director, President, President-Elect. In the event that none of these can attend, the Executive Committee shall appoint a member to attend.

4. Contingency Election (for AGD Region 8 Trustee or Regional Director)
In circumstances where the sitting trustee or regional director for Region 8 of the AGD is seeking higher office in the AGD and if elected, would have to resign his or her office, a contingency election (should more than one candidate aspire to become the region’s new trustee or director) will take place. Should the sitting trustee or RD be unsuccessful in his/her quest for higher office, the contingency election results shall be considered null and void. Those seeking the position of Region 8 Trustee or RD must be Academy members in good standing and must officially announce their candidacy in writing to the ILAGD Secretary prior to the February ILAGD Board of Directors meeting (within the year the national election is to take place). The ILAGD membership will be notified at least 60 days prior to the time at which the contingency election is to take place. (This election will most likely occur during an ILAGD Board of Directors meeting preceding the National AGD Annual Session at which the election of the sitting trustee or RD to higher office may take place.)

CHAPTER VII
Committees
Section 1.

The President shall make, with the approval of the Board of Directors, all committee appointments.

Section 2. Composition and Responsibilities
A. Constitution and Bylaws
The Constitution and Bylaws Committee shall be composed of at least six (6) members including the chair. The committee shall study and make recommendations to both the Board of Directors and the General Assembly on any proposed change in the Constitution and Bylaws. The committee shall, from time to time, recommend amendments, modifications, or interpretations of the Constitution and Bylaws of this Academy. The committee shall maintain a file of copies of component academy constitution and bylaws.

B. Continuing Dental Education
The Committee on Continuing Education shall consist of up at least six (6) members including the Chair and Vice-president. The committee shall guide and evaluate continuing education opportunities in the state, and shall act as a liaison between this Academy and the American Dental Association’s constituents and components, accredited hospitals, dental schools, study clubs, specialty groups, and the state board of dental examiners, so that continuing education opportunities will be coordinated within the jurisdiction of this Academy. This committee will have the responsibility for determining whether continuing education courses offered within the Illinois Academy’s jurisdiction should be recognized for Fellowship and Mastership credit in accordance with the guidelines established by the national organization. CE Chair will have responsibility for the Weclew CE meeting and other scientific programs.

C. The Dental Care Committee
The Dental Care Committee shall consist of at least six (6) members including the Chair, appointed by the President with the approval of the Board of Directors. It shall be the duty of the committee:
1. To investigate and continually study any dental care programs, including third party programs, existing within the state that have an effect on the general practice of dentistry.
2. To establish liaison with the dental care committee of the state dental society.
3. To communicate, subject to the approval of the Board of Directors, Academy recommendations for improving particular dental care programs.

D. Membership
The membership Committee shall consist of a chair and at least six (6) members selected by the President. This committee shall have the following responsibilities:
1. To assume the responsibility for an ongoing membership recruitment campaign.
2. To provide guidelines for accepting and retaining members of this Academy.

E. Legislation
The Committee on Legislation shall consist of at least three (3) members including the chair, appointed by the President with the approval of the Board of Directors. This committee shall assume the following responsibilities:
1. To establish liaison with the state dental society 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 Academy with regard to legislative proposals being considered in the state.
3. To keep the Board of Directors apprised of national legislation which may affect the constituent.
4. Committee to put forward to President and Board the name of an individual to serve a 3-year term as ILAGD representative on the Illinois PAC Board. Minimum requirements to be Membership in the AGD and ISDS and to serve as member of the ILAGD Legislative Committee during term. Previous legislative experience to be recommended, (i.e., delegate or alternate to House of Delegates).

F. Public Information
The Public Information Committee shall consist of at least three (3) members including the chair who shall be designated as Public Information Officer. This committee shall assume the following responsibilities:
1. To place news releases about Academy 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 as they are made available
3. To assure that releases concerning individuals who have achieved Fellowship or Mastership status appear in local newspapers.
4. To develop and coordinate special public relation events, such as health fairs, family dental health days, etc.
5. To coordinate a speakers’ bureau for use by lay groups and the media.

G. Nominating
The Nominating Committee shall consist of the members of the Board of Directors, exclusive of President, Vice President, President-Elect, and nominees for offices. It shall be the duty of this committee to nominate at least one candidate for each elective office. The Nominating Committee shall meet immediately following a Board of Directors meeting. The Immediate Past-President of this Academy shall act as Chair of the Nominating Committee without the right to vote. In the absence of the Immediate Past-President, the President or the presiding officer at the board meeting shall act as chairperson without the right to vote. In the event that there is more than one candidate proposed for any office, the Nominating Committee will select only one candidate by secret ballot. The balloting will continue until one candidate has a simple majority of votes of the Nominating Committee for any given office. The candidates who are nominated shall be known to the membership at least sixty (60) days prior to the Annual Business Meeting of the General Assembly. Those not chosen for the slate shall be included on the official ballot as other “qualified candidates” as described in Section 4, Chapter IV of the Bylaws.

Search Committee: a sub-committee of the Nominating Committee: The Search Committee shall consist of the Immediate Past-President and four members appointed by the President, as per policy. The Immediate Past-President shall act as chair of the committee, unless he/she is running for an office. No member of this committee may serve if seeking an office. The search Committee shall seek out qualified candidates for office from the ILAGD membership and present these names, their curriculum vita, and a statement of their interest and intent to seek office, to the Nominating Committee. The only purpose of this committee is to collate a list of candidates.

H. Budget and Finance
This Committee shall assist and counsel in the preparation of the budget, the deposit and investment of the academy funds. The Budget and Finance Committee shall consist of three (3) members including the Treasurer, who shall act as chair.

I. Executive Committee
Shall be composed of: Immediate Past President, President, President-Elect, Vice President, Secretary, Treasurer, Editor, Regional Director, Trustee, Membership Chair and CE Chair.
1. The duty of the Executive Committee is to act as an interim agency of the Board.
2. The President acts as chair and may vote as a member of the Executive Committee but only in the event of a tie.
3. The minutes of each executive committee shall be placed on the agenda for discussion at the first succeeding Board of Directors meeting.
4. The Executive Committee decisions which are contrary to existing policy may not be implemented until action has been taken by the body that adopted them, the General Assembly or Board of Directors.
5. The meetings of the Executive Committee shall be called by the President with the concurrence of the majority of the committee. Emergency sessions may be called by a majority of the committee members.
6. The Membership and CE chairs are non-voting participants of this committee.

J. Long-Range Planning Committee
Shall be composed of at least six (6) members with the following duties:
1. To recommend innovative concepts to enhance the objectives of this Academy;
2. To suggest to the Board of Directors plans and projects for the future;
3. To continuously evaluate these plans.

K. Employee Committee
Shall be composed of at least five (5) members with the following duties:
1. To find the most qualified person to fill the open position.
2. To conduct annual employee and salary reviews.
3. Should include the ILAGD Treasurer, President, Vice- President and Secretary as consultants.

L. Ad Hoc Committees
The President, with the approval of the Board of Directors, shall have the authority to appoint ad hoc committees which 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 3.
In order for any committee to transact business, at least a majority of its members have to be present to participate in the decisions. On mail, telephone or e-mail votes, all members must be contacted. No meeting of a 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 committee must be duly notified of the time and place of the meeting at least seven (7) days prior to the scheduled meeting. No action may emanate from a meeting attended by less than a majority of its members.

CHAPTER VIII
Selection of DDelegates and Alternates to AGD National

ILAGD elected officers shall be delegates and alternates to the National AGD House of Delegates. The remaining available positions shall be appointed by the President in collaboration with the Regional Director with the approval of the Board of Directors and shall follow procedures set forth in policy.

CHAPTER IX
Indemnification

Each officer, director, council member, committee member, employee and other agent of the Illinois 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 chapter shall insure to the benefit of the heirs, executors, and administrators of such person entitled to the indemnification under this chapter.

CHAPTER X
Finances

Fiscal year. The fiscal year of this academy shall coincide with the calendar year.

CHAPTER XI
Amendments
Section 1.
Any active or retired member may propose amendments to the Bylaws by submitting them in writing to the Secretary at least sixty (60) days prior to the Annual Meeting of the General Assembly. The Secretary shall be responsible for ensuring all members of the Academy are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting.
Section 2.
The Bylaws may be amended by an affirmative vote of at least a majority of the members present and voting at the Annual Meeting of the General Assembly, provided that a copy of the proposed amendment has been sent to the members of the Academy at least thirty (30) days before the meeting at which such action is proposed to be taken.
Section 3.
These Bylaws may also be amended at any session of the General Assembly by a unanimous vote, provided the proposed amendments have been presented in writing at a previous meeting of such session.

ARTICLE I

Name

The name and title by which this organization (hereafter referred to as the “Illinois Academy”) is and shall be known as “The Illinois Academy of General Dentistry.”

ARTICLE II

Purpose

The purpose of the Academy is to serve the needs, to represent the interests,and to foster the continued proficiency of the general dentist through quality continuing education in order to better serve and promote the oral health of the public.

ARTICLE III

Section 1. Incorporation

The Illinois Academy is incorporated in the State of Illinois as a not-for-profit organization. If this corporation shall be dissolved at any time, no part of it, funds or property, shall be distributed to or among, its members, but after payment of all indebtedness of the corporation, its surplus funds and properties shall be used for dental education and research in such a manner as the then governing body of the organization may determine.

Section 2.  Central Office

The central office of this academy shall be located within the geographical boundaries of the Academy.

Section 3.  Component Academy

Organization of components

No component can be organized with fewer than twenty-five (25) members.  Upon petitions signed by twenty-five (25) or more active members of this Academy, the General Assembly may grant a charter to a 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 this Academy nor the Academy of General Dentistry.  A new component may form with the permission of the IAGD Board of Directors in consultation with the existing component and the new geographic boundaries are listed.  As components are approved, they shall be listed in this section of the Constitution with their jurisdictional boundaries.

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 via the constituent by the AGD’s Headquarters office.

Chartered Components

1. Chicago Component will cover the area from the Wisconsin-Illinois border on the north to Interstate 80 on the south, Lake Michigan on the east to the Fox River on the west.

2. Northern Illinois Component will cover the area from the Wisconsin-Illinois border, on the North, to Interstate 80 on the south, the Fox River on the east to the state line on the west

3. Central Illinois Component will cover the area of the State of Illinois between Interstate 80 and Interstate 70.

4. Southern Illinois Component will cover the East St. Louis Metropolitan area and all the state south of Illinois Interstate 70.  Until such time as this component is established, the area will be covered by the Central Illinois component.

ARTICLE IV

Membership

The membership of the Academy shall consist of individuals whose qualifications, classifications, rights, obligations and the method of their acceptance and election shall be as established in Chapter 1 of the Bylaws.

ARTICLE V

Government

Section 1.  Legislative Body

The legislative and supreme governing body of the Academy will be a General Assembly as provided for in Chapter III of the Bylaws.

Section 2.  Administrative Body

The administrative body of this Academy shall be a Board of Directors as provided in Chapter III of the Bylaws.

ARTICLE VI

Elected Officers

The elected officers of this Academy shall be President, President-elect, Vice-president, Secretary, Treasurer, and Editor.  The powers, duties, terms of office and method of election shall be set forth in Chapter V in the Bylaws.

ARTICLE VII

Board of Directors

Subject to the action of the General Assembly, and between meetings of the General Assembly, the control and administration of this Academy shall be vested in a Board of Directors as provided in Chapter IVof the Bylaws.

ARTICLE VIII

Meetings of the Academy

The Illinois Academy shall hold an Annual Business Meeting of the General Assembly at a time and place to be designated by the Board of Directors.  At that time, the membership will elect its officers and directors.

ARTICLE IX

Principles of Ethics

The Principles of Ethics of this Academy shall be the Principles of Ethics of the Academy of General Dentistry.

ARTICLE X

General Provisions

Section 1

The Constitution and its Bylaws, either as presently drawn or amended, shall not be in conflict with the Constitution and Bylaws of the Academy of General Dentistry.

Section 2

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, such provision shall be deemed automatically amended to conform without requiring any further action of the Illinois Academy of General Dentistry.

Section 3

The Illinois Academy recognizes The Standard Code of Parliamentary Procedure current edition, by Alice Sturgis as the parliamentary authority that governs the procedure of the Illinois Academy in all situations not covered by rule from a higher source.

ARTICLE XI

Amendments

Section 1

This Constitution may be amended by a two-thirds (2/3) affirmative vote of the members of the General Assembly, provided that the proposed amendments have been presented to the membership at least thirty (30) days before the meeting at which such action is proposed to be taken.

Section 2

The Board of Directors, the Illinois Academy Committee on Constitution and Bylaws by a majority vote, any component of the Academy, 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 (120) days prior to any meeting of the General Assembly.

Section 3

Each component shall adopt and maintain a constitution and bylaws which shall not be in conflict with, or limit, the constitution and bylaws of this academy and shall file a copy thereof and any changes which may be made thereafter, with the state Secretary of the Academy, who shall refer same to the Board of Directors.

BYLAWS

CHAPTER I

Membership

Section 1.   Classification of Membership: All classification of membership shall be in accordance with  National AGD policy

Section 2.   Removal  From One Jurisdiction to Another

A member who has changed the location of his/her practice from the jurisdiction of one component Academy to that of another component Academy may maintain membership in the original component Academy of which he/she is a member for only one (1) full calendar year following that of relocation.  Continued membership in AGD would require a membership change to the new component Academy.

CHAPTER II

Dues, Assessments and Processing Fees

Section 1. Membership Dues

Membership dues shall be payable on the first day of January of each year.  Constituent dues for all constituent members shall be determined by a majority vote of the constituent Board of Directors, in accordance with these Bylaws and are in addition to AGD dues.

Eligibility for waived constituent dues by membership classification will be determined by the Constituent Board of Directors.

Section 2. Active Members Elected After October 1

The dues for members enrolled between October 1 and December 31 shall be fifty (50) percent of regular constituent dues.

Section 3. Active Members Elected After October 1         

Names of Individuals accepted into membership after October 1st of any year shall be added to the roster for the next calendar year, however an individual’s date of membership shall be based on the date of receipt of the application.

Section 4.  Loss of Membership and Reinstatement

1. A member whose current dues have not been paid by March 31 of the current   year shall cease to be a member of the AGD; the individual may secure reinstatement by paying the amount due prior to the end of the calendar year.  If, by December 31^st 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 for the past year/years as well as the next year.  Once such a member is reinstated, he or she may reclaim credit for any continuing education he or she obtained while an inactive member of the AGD, upon presenting proof of attendance.
2. As a result of judicial procedure:The Illinois AGD may cause an individual to lose his or her membership either temporarily or permanently as provided in Chapter XII, Section 1.A. of the AGD Bylaws.  The AGDs 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 Chapter XII, Section 2 of the AGDs Bylaws;
3. A member under suspension is automatically reinstated at the end of the suspension period as specified by the constituent AGD and/or the AGD Council on Constitution and Bylaws and Judicial Procedures;
4. A member who is expelled from the organization may not be reinstated until such time as the expulsion is lifted by either the involved constituent AGD or an appeal to the National Council on Constitution and Bylaws and Judicial Procedures.

Section 5. Special Consideration

     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 specified number of years following graduation.

     2- Total 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 dues waiver by:

a) Submitting to the AGD through his or her constituent AGD a statement, signed by a physician, attesting total disability; and

b) A dues waiver application through his or her constituent AGD attesting to his or her total disability and to the constituent’s willingness to grant a similar waiver of dues.

During the period of exemption from dues, further verification of disability may be requested by the AGD.

    3- Charitable Service:  A member who is performing dentistry full-time for a charitable organization and is receiving neither income  nor salary, other than subsistence income for such charitable services, shall pay the same dues as a retired member. Such dues are due January 1 of the year following such charitable service has been initiated, with the anticipation that it will be performed continuously for at least one (1) year and provided that the member does not supplement such subsistence income by the performance of services as a member of the faculty of a dental school, as a dental administrator or  consultant, or as a practitioner of any activity for which a license to practice dentistry or dental hygiene is required.

    4- Leave of Absence:  A member in good standing who has temporarily left the practice of dentistry for reasons of child-rearing, 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 Board of Directors which shall be forwarded to the Headquarters office to effect the leave.

Dues will be the same as that established 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.

Leave of absence status is limited to three (3) consecutive years.

Members who have lapsed their membership in the AGD 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.

Consideration for granting a leave of absence will not be granted to any member whose license is currently revoked or suspended.

CHAPTER III

General Assembly

Section 1. Governing body

The supreme governing body of the Illinois Academy shall be a General Assembly consisting of active members, retired members, part-time members, and members emeritus who attend and vote at any business meeting.

Section 2.  Powers

The General Assembly shall have the following powers:

1. To be the supreme legislative body of the Academy;
2. To determine the policies which will govern this Academy in all its activities;
3. To elect the officers and members of the Board of Directorsand to act upon requests from the Board for removal of a director or officer;
4. To enact, amend, and repeal the Constitution and Bylaws of this Academy;
5. To serve as a final constituent appeal body from decisions of the Board of Directors and the officers of this Academy on any disciplinary action taken against any member of this Academy.
6. To grant, suspend or revoke charters of component academies.

Section 3. Sessions

The General Assembly shall convene once a year, at a time and place designated by the Board of Directors, to elect and install officers and directors and conduct such other business as the Board of Directors shall deem appropriate for consideration by the General Assembly.  This meeting shall be called the Annual Business Meeting of the General Assembly.  The General Assembly may also 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 twenty-five (25) members of this Academy.  Written notice must be given by the Secretary to all members of this Academy at least thirty (30) days prior to any business meeting of the General Assembly.

Section 4. Order of Business at the Annual Business Meeting of the General Assembly

The following must be included in the order of business:

1. Call to order by the President
2. Minutes of the previous meeting
3. Reports of the President, Secretary, Treasurer and Editor
4. Reports of councils and committees
5. A report of the actions of the Board of Directors given by the Secretary
6. Unfinished business
7. New business
8. Report of the Nominating Committee
9. Election of officers
10. Installation of officers
11. Adjournment

Section 5. Quorum

A quorum at a General Assembly meeting shall consist of at least twelve (12) active or retired members.

Section 6. Rules of Order

Sturgis Standard Code of Parliamentary Procedure shall govern the deliberations of the Illinois Academy in all cases where it does not conflict with the Constitution and Bylaws.

Section 7. Voting in the Assembly

Each member in good standing of the assembly shall have one vote.  The presiding chair may vote to break a tie.

CHAPTER IV

Board of Directors

Section 1. Composition

The Board of Directors shall consist of the National Trustee (non voting) and the following voting members, including the President (voting only to break ties), President-elect, Vice-president, Secretary, Treasurer, Editor, the immediate past-President, Regional Director and twelve (12) Directors-at-Large elected at the Annual Business Meeting of the General Assembly.  Four of the twelve Directors-at-Large shall be elected each year to a three-year term on the board.  No Director-at-Large shall serve more than two (2) consecutive terms.  The president shall preside at meetings of the Board of Directors.  In voting on the board or any committee, each person shall have one vote regardless of how many offices they may hold in the Academy.  In the event that a committee is not at full strength because one member has two named offices on that committee, the president may appoint a board member to that committee.

Once a member of the Board of Directors has served as an officer in four out of five offices of the IAGD (i.e. Secretary or Treasurer or both, Vice President, President elect and Immediate Past President, excluding the Editor.), he/she may only seek a position as an Emeritus member of the Board of Directors and not as a Director-at-Large.

Section 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 twice a year. The Secretary shall assume the responsibility for advising every member of the Board of the meeting at least ten (10) days in advance. A majority of the Board of Directors shall constitute a quorum.

Section 3. Duties and Powers of the Board of Directors

It shall be the power and duty of the Board of Directors:

1. To control, manage and administer the Illinois Academy in the interim between meetings of the General Assembly.
2. To provide for the maintenance and supervision of all property owned or operated by this academy.
3. To determine the place and date for holding the Annual Business Meeting of the General Assembly and to approve an overall meeting schedule for the coming year.
4. To establish a budget for the coming year and to see that all Illinois Academy accounts are examined in detail and audited at least once a year.
5. To review all council and committee reports and take appropriate action on them.
6. To act as the Nominating Committee and submit a report for publication to the general membership at least thirty days prior to the Annual Business Meeting of the General Assembly.
7. To review all proposed component charters and make recommendations to the General Assembly for establishing their geographical boundaries before they are acted upon at a meeting of the General Assembly.
8. To periodically assess the needs of the members and to develop plans to see that those needs are met.To employ an Executive Secretary and/or an Executive Director as needed.
9. To establish and maintain a statement of current policies to serve as guideline for recurrent issues.To ratify choices ofdelegates and alternates selected to represent the IAGD at the National AGD House of Delegates.
10. To ratify the Regional Director and Trustee selection to represent Region 8.
11. To act upon recommendations from the President about committee appointments, including the removal of those committee members either unwilling or unable to function in their assignments.
12. To make recommendations to the General Assembly with regard to the removal of any officer or director.

Section 4. Vacancy on the Board

In the event of a vacancy on the Board for any reason, a new board member may be appointed by the President with the approval of the Board of Directors to serve until the next election.

Section 5.  Election of Board Members

The Chair of the Nominating Committee shall present the committee’s report at the Annual Meeting. The committee shall select its nominees from between petitions of candidacy received from the general membership; and, candidates of its own selection.

All petitions presented for consideration shall contain:

1. The office sought
2. The name of the candidate
3. His/Her written consent to nomination and service
4. A brief biographical sketch of the nominee
5. The signatures of ten (10) active members of the Illinois Academy of General Dentistry.

All petitions received prior to the meeting of the nominating committee shall be considered for nomination to the committee’s slate of candidates. Those not chosen for the slate shall be included on the official ballot as “other qualified candidates” as shall any proper petition received after the meeting of nomination committee but at least thirty (30) days prior to the Annual Meeting.  No other petitions will be considered. Nominations shall not be accepted from the floor of the Annual Meeting.  No person shall be nominated or serve unless he/she is an active member of the Illinois Academy of General Dentistry and capable of being bonded.

Section 6. Emeritus Board Member

Past Board Member/Officer excluding President

By a two-thirds (2/3) majority vote of the board, an officer, excluding the President or board member, upon the completion of his/her term, may be elected to emeritus status on the board.  He/she will be invited to all board meetings and may participate in the discussion but without the right to vote, offer motions or second motions.  Honorary Emeritus status may be given to all individuals who are in good standing and who have in the past served as an officer in the IAGD.

Section 7. Removal  Proceedings

A Board member, including any officer, may be removed from office based on a recommendation from the Board of Directors.  Such an action shall require a majority vote of the members of the Board present and voting and a two-thirds (2/3) vote of the members attending a meeting of the General Assembly which has been announced to the entire membership at least thirty (30) days in advance of such meeting.

CHAPTER V

Officers

Section 1.  Officers

Elected

The elected officers of this Academy shall be a President, President-elect, Vice-President, Secretary, Treasurer, and Editor.

Non-Elected

The non-elected officer of this Academy shall be the Immediate Past President.

Section 2.  Terms of office

The President, Vice-President and President-elect shall each serve a one (1) year term. The Secretary and Treasurer shall each serve a two-year term with that term expiring on alternate years so either a Secretary or Treasurer will be elected in any given year. The Secretary and Treasurer may be re-elected to a second two (2) year term, but may not serve for more than two (2) terms.  The Editor shall be elected annually with no limit to the number of terms in office.

Section 3.  Vacancy in Office

In the event of a vacancy for any reason in the offices of Vice-president, Treasurer, Secretary, or Editor, the President shall name a successor to serve until the next Annual Business Meeting of The General Assembly.  This appointment is subject to the approval of the Board of Directors.  In the event the presidency is vacated, the President-elect shall assume the duties of the presidency for the vacated term immediately and the Vice-president shall be considered next-in-line of succession while the office of President-elect remains vacant until the next Annual Business Meeting of The General Assembly.

Section 4.  Election of Officers

The Chair of the Nominating Committee shall present the committee’s report at the Annual Meeting. The committee shall select its nominees from between petitions of candidacy received from the general membership; and, candidates of its own selection.

1. All petitions presented for consideration shall contain:
2. The office sought
3. The name of the candidate
4. His/Her written consent to nomination and service
5. A brief biographical sketch of the nominee
6. The signatures of ten (10) active members of the Illinois Academy of General Dentistry.

All petitions received prior to the meeting of the nominating committee shall be considered for nomination to the committee’s slate of candidates. Those not chosen for the slate shall be included on the official ballot as “other qualified candidates” as shall any proper petition received after the meeting of nomination committee but at least thirty (30) days prior to the Annual Meeting.  No other petitions will be considered. Nominations shall not be accepted from the floor of the Annual Meeting.  No person shall be nominated or serve unless he/she is an active member of the Illinois Academy of General Dentistry and capable of being bonded.

Section 5.  Duties of the Officers:

 President: It shall be the duty of the President:

1. To serve as an official representative of this Academy in its contact with government, civic, business, and professional organizations for the purpose of advancing the objectives and policies of this Academy.
2. To submit an annual report to the General Assembly.
3. To serve as a non-voting member on all academy committees (except nominating committee).
4. To preside at meetings of the General Assembly and the Board of Directors. At both meetings, he/she shall have the right to vote only in the event of a tie.
5. To appoint members to vacancies on committees, subject to the approval of the Board of Directors.
6. To appoint a parliamentarian.
7. To appoint committee chair and members, subject to ratification by the board.
8. To establish an agenda for each meeting.
9. To appoint delegates and alternate delegates to the Annual Meeting.
10. To fill vacancies in the Regional Director and Trustee offices.

President-elect: It shall be the duty of the President-elect:

1. To serve as a voting member of the Board of Directors.
2. To assume the office of President in the event that the President is unable to fulfill the term of his/her office.
3. To succeed to the office of President on January 1 of the year following the conclusion of the annual business meeting.
4. To serve as committee chair for all committees that are not otherwise chaired.
5. To attend all important functions of this Academy.
6. To preside in the temporary absence of the President at meetings of the General Assembly or Board of Directors.
7. To cooperate with the President and familiarize himself/herself with the duties of that office.

 Vice-President: It shall be the duty of the Vice-President:

1. To assist the President and the President-elect in the performance of their duties and to fulfill those duties in their absence.
2. To serve as a voting member of the Board of Directors.
3. To serve as presiding officer in the absence of both the President and President-elect.
4. To serve on the CE Committee and chair the CE portion of the Annual Meeting of the General Assembly.
5. To be a non-voting consultant to all committees.
6. To succeed to the office of President-elect on January 1 of the year following the conclusion of the annual business meeting.

 Secretary: It shall be the duty of the Secretary:

1. To keep minutes of all meetings of the Board of Directors and the General Assembly.
2. To be the custodian of all records and properties of this Academy.
3. To notify committee members of their appointments.
4. To countersign all citations, certificates, and testimonials.
5. To conduct correspondence on behalf of this Academy.
6. To notify all members of the Annual Business Meeting of the General Assembly at least thirty (30) days in advance.
7. To notify all members of the Board of Directors of meetings at least ten (10) days in advance.
8. To advise new board members that they have been elected.

Treasurer: It shall be the duty of the Treasurer:

1. To keep adequate and proper accounts of the properties and funds of this Academy.
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 moneys and other valuables in the name of and to the credit of this Academy.
4. To disburse the funds of this Academy as may be directed by the Board of Directors.
5. To sign and cause to be countersigned all checks.
6. To prepare a budget for review and approval by the Board of Directors at the Annual Session Meeting of the Board of Directors (in September).
7. To cause to be bonded all persons authorized to handle Academy funds.
8. To report year to date budget updates as part of the Board Meeting reports.
9. To file an annual tax return for IAGD after September 30^th, before the deadline assigned by the IRS.

Editor: It shall be the duty of the Editor:

1. To serve as a voting member of the Board of Directors.
2. To assume full responsibility for this Academy’s publications and to exercise all editorial control for these publications subject to policies established by the Board of Directors and the General Assembly.
3. To give a report at each Board of Directors meeting.

Immediate Past-President: It shall be the duty of the Immediate Past-President:

1. To serve as chair of the Search & Nominating Committees.

CHAPTER  VI

National Officers Nominated by IAGD

Regional Director (Region 8)

Election of the Regional Director:

1. Will be elected by a simple majority vote of the Illinois AGD Board of Directors (including officers) at a meeting held no more than one hundred sixty (160 )days in advance of the AGD Annual meeting and must be announced to the members of the IAGD Board at least thirty (30) days prior to the date of the called meeting.
2. Will be nominated by nominating committee.
3. Will take place at a meeting held prior to the AGD National meeting

Duties of the Regional Director:

1. Shall be consistent with those listed in the AGD Constitution and Bylaws.
2. Shall be to serve as a voting member of the Board of Directors

Regional Director Office Vacancies: In the case of a vacancy of this Regional Director office, the Illinois Academy of General Dentistry President will appoint a replacement, withthe approval of a majority of the Board of Directors, who will serve as Regional Director until an election is held at the meeting prior to the next Academy of General Dentistry National Meeting.

Should the elected Regional Director be unable to attend the National Meeting of RegionalDirectors, the line of succession of substitute attendees shall be as follows:  President, President-Elect, Vice-President.  In the event that none of these can attend, the ExecutiveCommittee shall appoint a member to attend.

AGD Trustee (Region 8)

Election of the Trustee

1. The Trustee will be nominated by nominating committee.
2. The election will take place at a meeting held prior to the AGD National meeting.
3. The Trustee will be elected by a simple majority vote of the Illinois AGD Board of Directors (including officers) at a meeting held no more than one hundred sixty (160) days in advance of the AGD Annual meeting and must be announced to the members of the IAGD Board at least thirty (30) days prior to the date of the called meeting.

Duties of the Trustee

1. Duties shall be consistent with those listed in the AGD Constitution and Bylaws.
2. To serve as a member of the Board of Directors without the right to vote, make, or second motions.

Trustee Office Vacancies: In the case of a vacancy of this Trustee office, the Illinois Academy of General Dentistry President will appoint a replacement, with the approval of a majority of the Board of Directors, who will serve as Trustee until an election is held at the meeting prior to the next Academy of General Dentistry National Meeting.

Should the elected Trustee be unable to attend the National Trustee Meeting, the line of succession of substitute attendees shall be as follows:  Regional Director, President, President-Elect.  In the event that none of these can attend, the Executive Committee shallappoint a member to attend.

Contingency Election (for AGD Region 8 Trustee or Regional Director)

In circumstances where the sitting trustee or regional director for Region 8 of the AGD is seeking higher office in the AGD and if elected, would have to resign his or her office, a contingency election (should more than one candidate aspire to become the regions new trustee or director) will take place.  Should the sitting trustee or RD be unsuccessful in his/her quest for higher office, the contingency election results shall be considered null and void.  Those seeking the position of Region 8 Trustee or RD must be Academy members in good standing and must officially announce their candidacy in writing to the IAGD Secretary prior to the February IAGD Board of Directors meeting (within the year the national election is to take place).  The IAGD membership will be notified at least 60 days prior to the time at which the contingency election is to take place.  (This election will most likely occur during an IAGD Board of Directors meeting preceding the National AGD Annual Session at which the election of the sitting trustee or RD to higher office may take place.)

CHAPTER VII

Committees

Section 1.

The President shall make, with the approval of the Board of Directors, all committee appointments.

Section 2. Composition and Responsibilities

Constitution and Bylaws Committee

The Constitution and Bylaws Committee shall be composed of at least six (6) members including the chair. The committee shall study and make recommendations to both the Board of Directors and the General Assembly on any proposed change in the Constitution and Bylaws.  The committee shall, from time to time, recommend amendments, modifications, or interpretations of the Constitution and Bylaws of this Academy.  The committee shall maintain a file of copies of component academy constitution and bylaws.

Continuing Dental Education Committee

The Committee on Continuing Education shall consist of up at least six (6) members including the Chair and Vice-president. The committee shall guide and evaluate continuing education opportunities in the state, and shall act as a liaison between this Academy and the American Dental Association’s constituents and components, accredited hospitals, dental schools, study clubs, specialty groups, and the state board of dental examiners, so that continuing education opportunities will be coordinated within the jurisdiction of this Academy.  This committee will have the responsibility for determining whether continuing education courses offered within the Illinois Academy’s jurisdiction should be recognized for Fellowship and Mastership credit in accordance with the guidelines established by the national organization.  CE Chair will have responsibility for the Weclew CE meeting and other scientific programs.

The Dental Care Committee

The Dental Care Committee shall consist of at least six (6) members including the Chair, appointed by the President with the approval of the Board of Directors. It shall be the duty of the committee:

1. To investigate and continually study any dental care programs, including third party programs, existing within the state that have an effect on the general practice of dentistry.
2. To establish liaison with the dental care committee of the state dental society.
3. To communicate, subject to the approval of the Board of Directors, Academy recommendations for improving particular dental care programs.

Membership Committee

1. The membership Committee shall consist of a chair and at least six (6) members selected by the President. This committee shall have the following responsibilities:
2. To assume the responsibility for an ongoing membership recruitment campaign.
3. To provide guidelines for accepting and retaining members of this Academy.

Legislation Committee

The Committee on Legislation shall consist of at least three (3) members including the chair, appointed by the President with the approval of the Board of Directors. This committee shall assume the following responsibilities:

1. To establish liaison with the state dental society 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 Academy with regard to legislative proposals being considered in the state.
3. To keep the Board of Directors apprised of national legislation which may affect the constituent.

Public Information Committee

The Public Information Committee shall consist of at least three (3) members including the chair who shall be designated as Public Information Officer. This committee shall assume the following responsibilities:

1. To place news releases about Academy activities in:a) state and local dental publicationsb) the lay press
2. To coordinate the distribution of broadcast public service materials in the state as they are made available
3. To assure that releases concerning individuals who have achieved Fellowship or Mastership status appear in local newspapers.
4. To develop and coordinate special public relation events, such as health fairs, family dental health days, etc.
5. To coordinate a speakers bureau for use by lay groups and the media.

Nominating Committee

The Nominating Committee shall consist of the members of the Board of Directors, exclusive of President, Vice President, President-Elect, and nominees for offices. It shall be the duty of this committee to nominate at least one candidate for each elective office. The Nominating Committee shall meet immediately following a Board of Directors meeting. The Immediate Past-President of this Academy shall act as Chair of the Nominating Committeewithout the right to vote.  In the absence of the Immediate Past-President, the President or the presiding officer at the board meeting shall act as chairperson without the right to vote.  In the event that there is more than one candidate proposed for any office, the Nominating Committee will select only one candidate by secret ballot. The balloting will continue until one candidate has a simple majority of votes of the Nominating Committee for any given office. The candidates who are nominated shall be known to the membership at least sixty (60) days prior to the Annual Business Meeting of the General Assembly. Those not chosen for the slate shall be included on the official ballot as other “qualified candidates” as described in Section 4, Chapter IV of the Bylaws.

Search Committee

A sub-committee of the Nominating Committee: The Search Committee shall consist of the Immediate Past-President and four members appointed by the President, as per policy.  The Immediate Past-President shall act as chair of the committee, unless he/she is running for an office.  No member of this committee may serve if seeking an office.  The search Committee shall seek out qualified candidates for office from the IAGD membership and present these names, their curriculum vita, and a statement of their interest and intent to seek office, to the Nominating Committee.  The only purpose of this committee is to collate a list of candidates.

Budget and Finance Committee

This Committee shall assist and counsel in the preparation of the budget, the deposit and investment of the academy funds. The Budget and Finance Committee shall consist of three (3) members including the Treasurer, who shall act as chair.

Executive Committee

Shall be composed of:  Immediate Past President, President, President-Elect, Vice President, Secretary, Treasurer, Editor, Regional Director, Trustee, Membership Chair and CE Chair.

1. The duty of the Executive Committee is to act as an interim agency of the Board.
2. The President acts as chair and may vote as a member of the Executive Committee but only in the event of a tie.
3. The minutes of each executive committee shall be placed on the agenda for discussion at the first succeeding Board of Directors meeting.
4. The Executive Committee decisions which are contrary to existing policy may not be implemented until action has been taken by the body that adopted them, the General Assembly or Board of Directors.
5. The meetings of the Executive Committee shall be called by the President with the concurrence of the majority of the committee. Emergency sessions may be called by a majority of the committee members.
6. The Membership and CE chairs are non-voting participants of this committee.

 Long-Range Planning Committee

Shall be composed of at least six (6) members with the following duties:

1. To recommend innovative concepts to enhance the objectives of this Academy;
2. To suggest to the Board of Directors plans and projects for the future;
3. To continuously evaluate these plans.

Library Committee

The Library Committee shall be composed of at least two (2) members. It shall be the duty of the Library Committee to maintain, circulate and retrieve all books, video and audio tapes, discs, etc. that the IAGD owns and loans to its members.

Ad Hoc Committees

The President, with the approval of the Board of Directors, shall have the authority to appoint ad hoc committees which 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 3.

In order for any committee to transact business, at least a majority of its members have to be present to participate in the decisions.  On mail, telephone or e-mail votes, all members must be contacted. No meeting of a 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 committee must be duly notified of the time and place of the meeting at least seven (7) days prior to the scheduled meeting.  No action may emanate from a meeting attended by less than a majority of its members.

CHAPTER  VIII

Selection of Delegates and Alternates to AGD National

IAGD elected officers shall be delegates and alternates to the National AGD House of Delegates.  The remaining available positions shall be appointed by the President with the approval of the Board of Directors and shall follow procedures set forth in policy.

CHAPTER IX

Indemnification

Each officer, director, council member, committee member, employee and other agent of the Illinois 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 chapter shall insure to the benefit of the heirs, executors, and administrators of such person entitled to the indemnification under this chapter.

CHAPTER X

Finances

Fiscal year.  The fiscal year of this academy shall coincide with the calendar year.

CHAPTER XI

Amendments

Section 1.

Any active or retired member may propose amendments to the Bylaws by submitting them in writing to the Secretary at least sixty (60) days prior to the Annual Meeting of the General Assembly.  The Secretary shall be responsible for ensuring all members of the Academy are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting.

Section 2.

The Bylaws may be amended by an affirmative vote of at least a majority of the members present and voting at the Annual Meeting of the General Assembly, provided that a copy of the proposed amendment has been sent to the members of the Academy at least thirty (30) days before the meeting at which such action is proposed to be taken.

Section 3.

These Bylaws may also be amended at any session of the General Assembly by a unanimous vote, provided the proposed amendments have been presented in writing at a previous meeting of such session.