Through the tremendous efforts of by Drs. Risé Lyman, Jean Furuyama, and Cissy Furusho, 24 resolutions were passed effecting bylaws changes at the AAWD Annual Meeting in Nashville. These bylaws changes were the result of the invigorating strategic planning meeting attended by the Executive Board in Chicago. The bylaws are presented below showing only the portions of the bylaws that changed in some way along with the rationale behind the change. If you would like to view the bylaws in their entirety, you may do so online at www.womendentists.org.
Amended 07/03 —
AMERICAN ASSOCIATION OF WOMEN DENTISTS BYLAWS
2003 AAWD RESOLUTIONS
Mission and Outcome
The mission of AAWD is to enrich and nurture the diverse lives of women dentists. The outcome of AAWD is being a resource for and about women dentists.
Res. # 1: Changed the name of Article II and defined the mission and outcome of AAWD.
Background: During the stra-tegic planning meeting held in Chicago on May 30-31, 2003, the mission and outcome for AAWD was created to better suit the goals of the Association. The statements are also easy to remember and recite, yet describe who we really are and why we exist.
Registered Office and Agent
The Association shall maintain a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices such other registered agents as the Board of Directors may from time to time determine.
Res. #3: Not limiting the Association to the State of Illinois
Background: By deleting the limitations of only being in the State of Illinois, it allows the Board the ability to maintain operations within a state other than Illinois.
Section 3. Qualifications.
A. Active. Any licensed dentist who is a member of the American Dental Association, the Academy of General Dentistry, the National Dental Association, the Hispanic Dental Association, other primary entry organizations, and/or the Canadian Dental Association, who meets all membership criteria in approved Board policies, may be elected into Active Membership. Each Active Member shall be entitled to vote on all matters coming before the membership.
B. Students. Any person who is a dental student may be elected into Student Membership. The Student Member shall have all the privileges and responsibilities of an Active Member except those of voting and holding office.
C. Retired. Any Active Member of this Association who has reached 65 years of age, and has been an Active member in good standing of AAWD for 15 continuous years, and has retired from practicing in the dental profession may become a Retired Member. Retired Members shall have all the privileges and responsibilities of an Active Member except that of holding office. Retired members shall be required to pay dues, if any, as indicated in the Board approved dues policies.
D. International Associate. Any graduate of a dental school outside the United States and Canada who is licensed in the dental profession outside the United States and Canada may be elected into Associate Membership. The Associate Member shall have all the privileges and responsibilities of an Active Member except those of voting and holding office.
E. Corporate. Any corporation, supplier, or consultant to the dental profession who is supportive of the goals of the Association may be elected into Corporate Membership. Corporate members shall not have the privilege of voting and holding office.
Res. #5: Revise Article V, Sec. 3, Qualifications, as follows:
Background: Add "licensed" dentist and delete other verbiage to consolidate and clarify the section, because there may be licensed non-practicing members. Also, add the Academy of General Dentistry to the list of primary entry organizations.
Section 5. Reprimand or Termination.
D. Any Officer or Director absent from two consecutive Board of Directors meetings may be automatically terminated from the Board of Directors with a majority vote of the Executive Committee.
Res. # 6: Attendance at Board meetings
Background: Allows the Executive Committee to terminate a position if the representative is not dedicated.
Section 1. The annual dues shall be in an amount determined by the Board of Directors. The Board of Directors shall determine dues. Dues are due and payable to Headquarters within 90 days following the beginning of the fiscal year of each year to receive membership benefits. Interim dues payments shall be applicable according to approved Board policies.
Section 2. Members failing to pay annual dues on or before March 30 shall be declared delinquent and dropped from the membership rolls. These members will be notified in writing by the Association Headquarters.
Res. # 7: To revise Article VI, Dues, Sec. 1
Background: Conflicting information from Article V, Membership, to develop consistency it is recommended that the Board of Directors determine dues.
That the Bylaws Article VI, Sec. 2, be amended by the deletion "of the Association" due to redundancy.
Duties of Officers and Trustees
Section 1. The elected officers of the Association shall be President, President-Elect, Vice President, Treasurer, Secretary, and such other officers as may be determined by the Board of Directors. The board-appointed officer of the Association shall be an Editor who shall serve as a member of the Executive Committee.
Res. #8: Board appointed members
Background: If the Board needs help, then members can be asked to perform certain duties without being appointed to the Board, thereby eliminating the need for "non-voting" Board members.
Section 2. The President, President-Elect, Vice President, Treasurer, and Secretary of the Association shall be elected by a majority vote of the Active Members present or represented by proxy at the Annual Meeting for a one (1) year term and shall assume office immediately following the turn of the fiscal year.
Res. # 9: Fiscal Year
Background: It was determined at the last official Board Meeting to change the term of office to coincide with the fiscal year, which is currently the calendar year. The last two sentences of the previous bylaws were redundant and were removed.
Section 5. The President-Elect shall become President upon election of a new President-Elect. The President-Elect shall assume the duties of the President in case of absence, resignation, or disability of the President during the President's term of office. The President-Elect shall be responsible for the Annual and Interim meetings.
Res. #10: President-Elect's Re-sponsibilities.
Background: The Executive Committee would like to rename the Program and Arrangements Committee, but feels it is important that the President-Elect remain responsible for the Annual and Interim meetings.
Section 6. The Vice President shall assume the duties of the President-Elect in case of absence, resignation, or disability of the President-Elect, except that of assuming the office of President at the end of the term. The Vice President shall assume the duties of the President in case of absence, resignation, or disability of the President and President-Elect. The Vice President shall be responsible for member value and benefits.
Res. #11: Vice-President's Responsibilities
Background: The duties of membership have been reassigned to another committee, but the Executive Committee feels that the Vice-President should be responsible for member value and benefits.
Section 7. The Secretary shall have the responsibility for the maintenance of the records of the proceedings of the Association, and present the minutes at each meeting of the Association and the Board of Directors/Executive Committee. The Secretary shall also be responsible for the proper and legal mailings of notices to members. The secretary shall serve as Chair of the Bylaws Committee.
Res. #12: Secretary's Responsibilities
Background: The Treasurer should be responsible for the financial committee, and the Secretary no longer assists the Treasurer in that capacity.
Section 8. The Treasurer shall, subject to the direction of the Board, have general charge of the financial affairs of the Association, and shall cause accurate books of account to be maintained. The Treasurer shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times deemed necessary by the Board. At the close of each fiscal year, the Treasurer shall be responsible for an annual financial report as deemed appropriate by the Board, prepared by a certified public accountant. Such duties of the Treasurer as may be specified by the Board of Directors may be delegated to the Executive Director and other management staff of the Association.
Res. #13: Treasurer's Responsibilities
Background: To define and clarify the responsibilities of the Treasurer.
Section 11. The Executive Committee, in accordance with Board-approved policies, shall determine the number of Directors of the Association. The term of office for each Director shall be one year and shall be subject to reappointment annually.
Res. #14: The Directors
Background: Duties of the Directors shall be defined by the needs of the Association, shall be included in the operating policy manual, and should not be listed in the Bylaws.
Section 12. The Editor shall chair an Editorial Committee for the Chronicle and shall be Editor-in-Chief of the Association's Chronicle, subject to the policies established by the Board of Directors and these Bylaws.
Res. #15: The Editor of the Chronicle
Background: The cover of WDJ identifies itself as an official publication of AAWD of which the Chronicle is included. AAWD's Editor of the Chronicle is not the same as the Editor of WDJ.
Section 13. The administrative and day-to-day operation of the Association shall be in a salaried staff head or organization. The Executive Director shall be responsible to the Board of Directors. The Executive Director shall have authority to negotiate contracts on behalf of the Association and as approved by the Board of Directors. The Executive Director may carry out the duties of the Secretary and the Treasurer of the Association. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Association and shall perform such other duties as may be specified by the Board of Directors. The Executive Director shall be a non-voting member of the Board of Directors.
Res. #16: Executive Director
Background: In the past there has been confusion as to the title of the head of the Association's management company — the title "Executive Director" flows with the new title of "Director" for our Trustees. The Executive Director should be able to negotiate contracts but not execute contracts; only the Executive Committee should have that power. The title Chief Staff Officer was given to the President of the Association in Article VIII, Section 4; therefore, it should not be given to the head of the Association's management company. The bylaws were amended by renaming the "Chief Staff Officer" as the "Executive Director" and eliminating the phrase "who shall determine the Chief Staff Officer's title."
Board of Directors
Res. #2 : Change the name of "Trustees" to "Directors"
Background: Changing the Board of "Trustees" to "Directors" and changing their roles within AAWD to perform specific tasks and responsibilities as opposed to linking these positions to geographic areas within the country. Also, giving each Director a committee with which to work and thereby distributing the operations of AAWD to many volunteers. This also allows each Director to apply her skills to her area of expertise.
Section 2. The Board of Directors shall be comprised of the elected and appointed officers of the Association, the Immediate Past President, the Directors, and the Student Director, each of whom shall be a voting member of the Board. The Board of Directors shall consist of no more than 24 members in good standing. The Board shall have the authority to elect additional Directors to specific roles to serve for one year terms, as long as the total number of Directors does not exceed 24.
Res. #17: To include appointed officers as well as elected officers to the Board
Background: Article VIII, Sec. 1, allows the board to appoint the Editor to the Board, creating a need to include appointed officers on the board.
Section 3. Each Director shall hold office for a term of one year or until the successor is elected. Each Director shall be eligible for re-election to one additional consecutive term in any single office. No Director shall serve more than six consecutive years in the same position, excluding any term as Immediate Past President. The official Board term shall begin following the turn of the fiscal year.
Res. #18: Term of Board Member
Background: It was decided at the last Annual meeting that the term of the officers would start at the turn of the fiscal year, also adding that no Director shall serve more than six consecutive years "in the same position."
Section 8. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice and conduct business via mail or electronic mail to achieve a majority vote.
Res. #19: Integrate electronic mail and mail into our communications
Background: AAWD will continue to find ways to keep up with technology and utilize the best ways possible to contact our active members and provide them with information about the Association in a timely manner. Bylaws Article IX, Sec. 8, was amended by adding "and conduct business via mail or electronic mail to achieve a majority vote."
Section 10. In the event of a vacancy in the office of President, the President-Elect shall assume the duties and responsibilities of the office of President. In the event of a vacancy in the remaining Board positions, the Board or Executive Committee shall appoint any active member in good standing to fulfill the responsibilities of that position until the next Annual Meeting at which time a successor shall be duly elected.
Res. #20: Omit "Board of Trustees" from Article IX, Sec. 10
Section 1. The Executive Committee shall consist of the Immediate Past President, President, President-Elect, Vice President, Secretary, Treasurer, and Editor. The Executive Committee may exercise the authority of the Board of Directors in management of the Association during the intervals between meetings of the Board of Directors, subject at all times to the bylaws of the Association, and the prior rules, regulations, and directives issued, adopted, or promulgated by the Board of Directors. The Executive Committee shall appoint the Executive Director or organization of the Association upon direction of the Board of Directors. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the President or by any three (3) Executive Committee members.
Res. #21: Members of the Executive Committee
Background: To clarify the members who make up the Executive Committee.
Contracts, Checks, Deposits, and Gifts
Section 1. The Executive Committee may authorize in writing any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Res. #22: To revise Article XII, Contracts, Checks, Deposits and Gifts, Sec. 1, Executive Committee, and Sec. 4, depositing funds.
Background: Limit the authorization of the Association accounts to the Executive Committee, which are the elected officers of the Association, as opposed to the entire Board of Directors.
All meetings of this Association and of the Executive Committee and the Board of Directors shall be conducted according to the principles of parliamentary law, the current edition of The Standard Code of Parliamentary Procedure, by Alice Sturgis, subject to such special rules as may be adopted.
Res. #4: Change our parliamen-tary authority from Robert's Rules to Sturgis: Standard Code of Parliamentary Procedure
Background: At this time the majority of the medical profession uses Alice Sturgis: The Standard Code of Parliamentary Procedure as its authority. The reason for this is that Robert's Rules was written in the Victorian era, causing its terminology to be outdated. The Standard Code presents the principles of procedure in modern terms, so someone who is unfamiliar with parliamentary procedure can more likely understand the proceedings. Also, certain motions within Robert's Rules have been simplified for clarity and handling.
Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the Articles of Incorporation or the Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Res. #23: To remove any restriction from conducting business outside the "State of Illinois"
Background: We have eliminated the wording "State of Illinois" in Article IV; therefore, we should maintain consistency in Article XVI, because we do not want to limit ourselves in that we can only conduct business in the State of Illinois.
The Bylaws may be adopted, amended, or repealed at any annual meeting by a majority vote of members present and voting or by any electronic means or mail vote, provided that the proposed amendments have been submitted in writing to the full membership at least 20 days prior to the Annual Membership or Special Meeting of the Association.
The Bylaws of this Association may also be altered, amended, or repealed by electronic transmission or mail by a majority vote of the Active members. Such amendments shall first be approved by the Board of Directors.
Res. #24: To give 20 days' notice to members prior to amendment changes
Background: 20 days instead of 30 days to maintain consistency with Article VII, Sec. 3, also with improved modern methods of communication the length of time can be shortened.