The NC AGD Constitution & Bylaws can be downloaded in MS Word (.doc) format. Click here to download.
Revised June 2007
CHAPTER I
Name
The name of this organization (hereinafter referred to as the “NCAGD”) is and shall be known as “The North Carolina Academy of General Dentistry.”
CHAPTER II
Purpose
The purpose of the AGD is to serve the needs and represent the interests of general dentists, to promote the oral health of the public, and to foster continued proficiency of general dentists through quality continuing dental education in order to better serve the public.
CHAPTER III
Incorporation
Section 1. Incorporation
The NCAGD shall be incorporated in the State of North Carolina as a not‑for‑profit organization; no part of its property or earnings shall inure to the benefit of any member thereof.
Section 2. Central Office
The central office of the NCAGD shall be located in the state of North Carolina.
Section 3. Component AGD
A component AGD may be organized, as a separate legal entity, upon petition of twenty (20) percent or twenty‑five (25) active members within the recognized geographical boundaries (boundaries are identified by U.S. zip codes) of a constituent AGD subject to the approval of the constituent provided such component shall not interfere with the geographical boundaries previously established by the constituent for another component. Each component AGD shall adopt and maintain a constitution and bylaws which shall not be in conflict with, nor limit, the Constitution and Bylaws of the AGD, and shall maintain a current copy on file with both the constituent AGD and the AGD Headquarters office.
As components are approved, they shall be listed in this section of the Bylaws with their jurisdictional boundaries. The members of a component must be totally drawn from dentists either practicing or residing within the geographical boundaries of the component. However, membership in the component is voluntary and should not be considered a requirement for belonging to either the constituent or the national organization.
Each component shall be responsible for collecting its own dues or may choose to have its dues collected by the AGD’s Headquarters office. A complete list of names and addresses of its members must be sent to the Headquarters office by April 30 for the following year’s dues to be collected by the AGD. At that time, the membership will elect its officers and directors.
CHAPTER IV
Membership
Section 1. Classifications of Membership
The classifications of membership are determined by AGD House of Delegates.
Section 2. Removal From One Jurisdiction to Another
A member who has changed the location of his/her practice from the jurisdiction of one constituent AGD to that of another constituent AGD may maintain membership in the original constituent AGD of which he/she is a member for only one (1) full calendar year following that of his/her removal from the jurisdiction of such AGD.
CHAPTER V
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 by 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 July 1
The dues for members enrolled between July 1 and September 30 shall be fifty (50) percent of regular constituent dues. [AGD dues only unless requested by the constituent or component.]
Section 3. Active Members Elected After October 1
Active Members Elected after October 1st of any year shall be applied to the next calendar year.
The individual’s date of membership shall be based on the date of receipt of the application.
Section 4. 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. Once such a member is reinstated, he or she may reclaim credit for any continuing education credits he or she obtained while an active member of the AGD.
B. As a result of judicial procedure:
1. The NCAGD may cause an individual to lose his or her membership either temporarily or permanently as provided in Chapter XII, Section 1.A. 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 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 Council on Constitution and Bylaws and Judicial
Procedures.
Section 5. Special Considerations
A. 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 a dues waiver by submitting to this AGD a medical certificate signed by a physician attesting to total disability. This certificate and a form signed by the constituent secretary shall be forwarded to the Headquarters office to affect the dues waiver.
2. During the period of exemption from dues, further verification of disability may be requested by this AGD.
B. Leave of Absence
1. A member in good standing who has temporarily left the practice of dentistry for reasons of family leave, family tragedy or personal health problems, for at least six (6) months and intends to be out of the practice of dentistry for more than one (1) year, may be granted a leave of absence based on a form received by the constituent secretary and approved by the 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 VI
General Assembly
Section 1. Governing Body
The supreme governing body of the NCAGD shall be a general assembly consisting of active, retired, part-time, and emeritus members who attend and vote at any business meeting.
Section 2. Powers
The general assembly shall have the following powers:
A. To be the supreme legislative body of the NCAGD.
B. To determine the policies which will govern the NCAGD in all its activities.
C. To elect the officers and members of the Board of Directors as well as delegates to the AGD of General Dentistry and to act upon requests from the Board for removal of a director or officer.
D. To enact, amend, and repeal the Constitution and Bylaws of the NCAGD.
E. To serve as the final constituent appeal body from decisions of the Board of Directors and the officers of this AGD on any disciplinary action taken against any member of this AGD.
F. To grant, suspend or revoke charters of component AGDs.
Section 3. Sessions
The general assembly shall meet at least once a year at a time and place designated by the Board of Directors. The general assembly may be called into session upon the call of the President with the approval of the Board of Directors, or by petition signed by at least thirty (30) members of the NCAGD. Written notice must be mailed by the Secretary to all members of the NCAGD at least thirty (30) days prior to any business meeting.
Section 4. Order of Business
The following must be included in the order of business at the annual business meeting:
- Call to Order by the President.
- Minutes of the previous session.
- Reports of the President, Secretary and Treasurer or appropriate officers.
- Reports of councils and committees.
- A report of the Board of Directors 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 NCAGD business meeting shall consist of at least fifteen (15) active and/or emeritus members.
Section 6. Rules of Order
Parliamentary authority shall be the current edition of the Sturgis Standard Code of Parliamentary Procedure , which shall govern the deliberations of the NCAGD in all cases where it does not conflict with the Constitution and Bylaws.
CHAPTER VII
Board of Directors
Section 1. Composition
The Board of Directors shall consist of voting members including the President, President-Elect, Vice President, Secretary/Treasurer, Editor, the Immediate Past President and members elected at large by the general assembly at the annual business meeting. The chairman of the Board of Directors shall be the President. In the absence of the President, the President-Elect shall preside at meetings of the Board.
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 each 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:
A. To control, manage and administer the NCAGD in the interim between meetings of the general assembly.
B. To provide for the maintenance and supervision of all property owned or operated by this AGD.
C. To determine the place and date for holding the annual business meeting and to approve an overall meeting schedule for the coming year.
D. To establish a budget for the coming year and to see that all NCAGD accounts are examined in detail by the constituent Board of Directors at least once a year.
E. To review all NCAGD council and committee reports and take appropriate action on them.
F. To act as the Nominating Committee and submit a report for publication to thegeneral membership at least thirty (30) days prior to the annual business meeting.
G. To review all proposed component charters and make recommendations to the general assembly for establishing their geographical boundaries before they are acted upon at the annual business meeting.
H. To periodically assess the needs of the members and to develop plans to see that those needs are met.
I. To act upon recommendations from the President on NC AGD council and committee appointments including the removal of those council or committee members either unwilling or unable to function in their assignments.
J. To make recommendations to the general assembly with regard to the removal of any officer or director.
Section 4. Removal Proceedings
A Board member may be removed from office, including any officer, based on a recommendation from the Board of Directors as permitted under applicable state law.
CHAPTER VIII
Officers
Section 1. Officers
The officers of this AGD shall be a President, President-Elect, Vice President, Secretary/Treasurer, and Editor or appropriate officers.
Section 2. Terms of Office
The President, President-Elect, Vice President, and Secretary/Treasurer shall each serve a 1year term. The Editor shall each serve for a 2 year term.
Section 3. Vacancy in Office
In the event of a vacancy for any reason in the office of Vice President, Secretary/Treasurer or Editor, the President, subject to the approval of the Board of Directors, shall appoint an interim successor to serve until the next meeting of the general assembly at which time an election will take place.
Section 4. Duties of the Officers
A. President: It shall be the duty of the President:
1. To serve as an official representative of the constituent AGD in its contact with government, civic, business, and professional organizations for the purpose of advancing the objectives and policies of this AGD.
2. To serve as a non-voting consultant on all constituent AGD committees.
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 councils and committees subject to the approval of the Board of Directors.
5. To appoint a parliamentarian.
6. To submit an annual report to the general assembly.
B. President-Elect: It shall be the duty of the President-Elect:
1. To serve as council/committee chair for all councils and committees that are not otherwise filled.
2. To assume the office of President in the event that the President is unable to fulfill the terms of his/her office.
3. To succeed to the office of President at the conclusion of the annual business meeting where the President’s term ends.
4. To attend all important functions of the NCAGD.
5. To preside in the temporary absence of the President at meetings of the general assembly or Board of Directors.
6. 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 be a non-voting consultant to all councils and committees.
3. To serve as a member of the Board of Directors.
4. To serve as presiding officer in the absence of both the President and President-Elect.
D. Secretary/Treasurer: It shall be the duty of the Secretary/Treasurer:
1. To keep minutes of all meetings of the Board of Directors and the general assembly.
2. To be the custodian of all the records and properties of this AGD.
3. To notify council and committee members of their appointments.
4. To countersign all citations, certificates, and testimonials.
5. To conduct correspondence on behalf of this AGD.
6. To notify all members of general membership meetings, including the annual business session, 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 members that they have been accepted by the Board of Directors.
9. To keep adequate and proper accounts of the properties and funds of this AGD.
10. To maintain an up-to-date roster of all members and keep an accounting of their dues.
11. To deposit or cause to be deposited all monies and other valuables in the name of and to the credit of this AGD.
12. To distribute the funds of this AGD as may be directed by the Board of Directors.
13. To sign and/or oversee the signing of all checks.
14. To prepare a budget for review and approval by the Board of Directors.
15. To cause to be bonded all persons authorized to handle this AGD’s funds.
16. To file all necessary financial statements and forms with the AGD Headquarters office or the Internal Revenue Service, as appropriate.
F. Editor: It shall be the duty of the Editor:
1. To serve as a member of the Board of Directors with the right to vote.
2. To assume full responsibility for the NCAGD’s publications and to exercise all editorial control for these publications subject to policies established by the Board of Directors and the general assembly.
CHAPTER IX
Councils and Committees
Section 1.
The President, with the approval of the Board of Directors, shall make all council and committee appointments. All NCAGD councils shall be constituted so that an equal number of active and/or emeritus members complete their three-year terms each year. No member of a council may serve more than two (2) consecutive three-year terms on a particular council nor may any member serve on more than two councils at a given time. The President, with the approval of the Board of Directors, shall name active members to serve one, two and three-year terms so that the terms are staggered during the first year that this appointment system is implemented. Each new President, with the approval of the Board of Directors, shall designate one particular council member to serve as chairperson, regardless of the length of that individual’s unexpired term on the council.
Council appointments expire at the end of the appropriate Annual Meeting, generally almost three years after an active or emeritus member has been named to serve on the council. Council or committee members may be removed by a majority vote of the Board upon the recommendation of the President.
The composition and responsibilities of each council are as follows:
A. Council on Constitution and Bylaws and Judicial Procedures: Shall be composed
of three (3) to six (6) members including the chairperson. The council shall:
1. Study and make recommendations to both the Board of Directors and the general assembly on any proposed change in the Bylaws.
2. Recommend amendments, modifications, or interpretations of the
Bylaws of this AGD.
3. Maintain a file of copies of component AGD constitution and bylaws.
4. Review various complaints which have been received in writing about members.
5. Make recommendations to the Board of Directors regarding the suspension or expulsion of a member for membership in the AGD.
6. Conduct preliminary hearings which may cause the Board of Directors to suspend or expel a member from the AGD.
B. Council on Continuing Dental Education: Shall consist of three (3) to six (6) members including the chairperson. This Council will have the responsibility for
determining whether continuing education courses offered within the NCAGD’s jurisdiction should be recognized for Fellowship and Mastership credit in accordance with the guidelines established by AGD Headquarters.
C. Council on Dental Care: Shall consist of three (3) to six (6) members
including the chairperson. The Council shall:
1. 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. Establish a liaison with the dental care committee of the state dental society.
3. Communicate, subject to the approval of the Board of Directors, AGD recommendations for improving particular dental care programs.
4. Answer surveys from AGD Headquarters.
D. Council on Legislative and Governmental Affairs: Shall consist of three (3) to
six (6) members including the chairperson. This council shall assume the
following responsibilities:
1. Establish liaison with the state (provincial) dental society determining what legislative proposals are to be introduced into the state legislature for the coming year.
2. Provide recommendations on positions to be taken by this AGD with regard to legislative proposals being considered in the state.
3. Work with AGD Headquarters, which through the use of a legislative/regulatory monitoring service, identifies pertinent legislation/regulation, adopt and advocate appropriate positions.
4. Attend the meetings of the State Dental Board.
5. Answer surveys from AGD Headquarters.
E. Membership Council: Shall consist of a chairperson and three (3) to six (6)
members selected by the president. This council shall have the following
responsibilities:
1. Assume the responsibility for an ongoing membership recruitment campaign.
2. Develop programs for recruiting and retaining members of this AGD.
F. Public Information Council: Shall consist of three (3) to six (6) members
including the chairperson who shall be designated as the Public Information
Officer. This council shall assume the following responsibilities:
1. Place news releases about NCAGD activities in:
a. State and local dental publications.
b. The lay press.
2. Coordinate the distribution of broadcast public service materials in the state.
3. Assure that releases concerning individuals who have achieved Fellowship or Mastership status appear in local newspapers.
4. Develop and coordinate special public relations events, such as health fairs, family dental health days, SmileLine, poster contests, etc.
5. Coordinate a speakers bureau for use by local lay groups and the media.
Section 3. Committees
In addition, the NCAGD shall also have the following committees:
A. Nominating Committee: The Nominating Committee shall be composed of the Board of Directors, exclusive of the President. It shall be the duty of this committee to nominate at least one (1) candidate for each elective office. If more than one (1) candidate is proposed for any office, the Nominating Committee shall select only one (1) candidate by secret ballot. The balloting will continue until one (1) candidate has a simple majority of the votes of the Nominating Committee for any given office. The Nominating Committee shall meet at least sixty (60) days in advance of the Constituent Annual Meeting or end of the Constituent fiscal year. The immediate past president of the NCAGD shall preside at the meeting of the Nominating Committee without the right to vote. In the absence of the immediate past president, the Constituent AGD President or the presiding officer at the Board meeting shall act as chairperson without the right to vote. Said nominees shall be known to the membership at least sixty (60) days prior to the NCAGD Annual Meeting or the end of the Constituent fiscal year.
B. Program Committee: shall consist of members selected by the President with the
approval of the Board of Directors. This committee shall assume the
responsibility for developing a meeting schedule subject to the approval of the
Board of Directors. The committee shall assume the responsibility for contacting
speakers and making the necessary arrangements for each meeting of this AGD.
C. Ad Hoc Committees: The President, with the approval of the Board of Directors,
shall have the authority to appoint ad hoc committees that are necessary to fill the
needs of the organization. All ad hoc committees shall be terminated no later than the end of the incumbent President’s term of office.
Section 4. Transaction of Business
In order for any council or committee to transact business, at least a majority of its members must participate in the decision. On mail, telephone or e-mail votes, all members must be contacted. No meeting of a council or committee may be held without a majority of the voting council or committee members in attendance. In all instances, applicable state law applies and may supersede these provisions. All members of a council or committee must be duly notified in writing of the time and place of the meeting at least seven (7) days before it is to take place.
CHAPTER X
Indemnification
Each officer, director, council member, committee member, employee and other agent of the NCAGD, who was or is a party to any action suite 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, suite 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 XI
Principles of Ethics
The Principles of Ethics of this constituent shall be the Principles of Ethics of the AGD of General Dentistry.
CHAPTER XII
General Provisions
These Bylaws, either as presently drawn or amended, shall not be in conflict with the Constitution and Bylaws of the Academy of General Dentistry (AGD).
Whenever an amendment is made to the Bylaws of the AGD which renders a provision of this Bylaws inconsistent with the same, such provision shall be deemed automatically amended without requiring any further action of the NCAGD of General Dentistry.
CHAPTER XIII
Amendments
Section 1.
The bylaws may be amended by an affirmative vote of at least a majority of the assembly members present and voting at the Annual Meeting of the Assembly, provided that a copy of the proposed amendment has been sent to the members of the NCAGD at least thirty (30) days before the meeting at which such action is proposed to be taken.
Section 2.
An active or emeritus 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. The Secretary shall be responsible for seeing that all members of the NCAGD are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting.