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|Constitution & Bylaws|
ARTICLE I. NAME
The name of this organization shall be the College of Diplomates of the American Board of Pediatric Dentistry, hereafter referred to as “the College” or “this College.”
ARTICLE II. MISSION
The mission of this College is to encourage and promote the pursuit of excellence in pediatric dentistry.
ARTICLE III. ORGANIZATIONSection 1. INCORPORATION: This College is a non-profit corporation organized under the laws of the State of Illinois. If this corporation shall be dissolved at any time, no part of the funds or property shall be distributed to, or among its members, but after payment of all indebtedness of the corporation, the surplus funds and properties shall be utilized for dental education and dental research in such a manner as the then governing body of the College may determine.
Section 2. OFFICES, AGENTS AND POWERS: The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may designate other offices within or without the State of Illinois as the Board of Directors may from time to time determine. The corporation has such additional powers as are now or may hereafter be granted by the General-Not-For-Profit Corporation Act of the State of Illinois.
Section 3. MEMBERSHIP: The membership of this College shall consist of persons whose qualifications shall be established by Chapter I of the Bylaws.
ARTICLE IV. GOVERNMENT
Section 1. LEGISLATIVE BODY: The legislative and controlling body of this College shall be the voting membership gathered together in what shall be known as the General Assembly, as provided in Chapter 2 of the Bylaws.
Section 2. ADMINISTRATIVE BODY: The administrative body of this College shall be a Board of Directors as provided in Chapter 3 of the Bylaws.
ARTICLE V. OFFICERS
Section 1. OFFICERS: The officers of this College shall be a President, a President-Elect, a Vice- President, a Secretary, a Treasurer, and the Immediate Past-President.
Section 2. ELECTIVE OFFICERS: The elective officers of this College shall be the President-Elect, the Vice-President and the Secretary, each of whom shall be elected by the General Assembly as provided in Chapter III of the Bylaws.
Section 3. APPOINTIVE OFFICERS: The appointive officers of this College shall be the Treasurer. Appointive officers may be designated and appointed by the Board of Directors as deemed desirable and as provided for in Chapter III of the Bylaws.
ARTICLE VI. GENERAL ASSEMBLY
The membership of this College shall meet at least once in each calendar year. The General Assembly shall be conducted in accordance with Chapter II of the Bylaws.
ARTICLE VII. AMENDMENTS
The Constitution may be amended by an affirmative vote of three-fourths (3/4) of the members present, entitled to vote and voting at any general assembly of the members of this College, or at a special meeting called for that purpose, provided notice has been mailed to the membership at least thirty (30) days prior to this action.
This Constitution may be amended at any general assembly of the members or at any special general assembly of the members, called for that purpose, by the unanimous vote of the members present, entitled to vote and voting.
CHAPTER I. MEMBERSHIP
Section 1. MEMBERSHIP There shall be three (3) categories of membership. Charter, Active and Life.
A. CHARTER: A member shall be designated a charter member provided he/she was a Diplomate of the American Board of Pedodontics prior to September1, 1967.
B. ACTIVE: All Diplomates of the American Board of Pediatric Dentistry (formerly the American Board of Pedodontics) are eligible for active membership. Following official announcement of certification by the American Board of Pediatric Dentistry, the Secretary of the College shall record the name of the new diplomate as an active member. These new members shall be vested in the College as new members at the end of the Annual General Assembly following their notification of Diplomate status from the ABPD. There are no dues for the new diplomate’s first year of membership. Members must maintain their American Board of Pediatric Dentistry certification credentials and maintain their active status in the College by paying annual dues.
C. LIFE: Any person who has been an Active member of the College for the previous five (5) years and has reached the age of 65 or has been a member of the College for the previous five (5) years and who retires from dentistry for reasons of infirmity or other acceptable reason, may apply for life membership.
Section 2. PRIVILEGES:
All Charter, Active and Life members may:
1. Vote on all issues brought before the general assembly.
2. Hold office and serve on committees.
3. Attend meetings open to the general membership including the Annual Meeting.
4. Receive copies of all General Assembly communications.
Section 3: DUES
A. ACTIVE AND CHARTER MEMBERS: The annual dues for Active and Charter members shall be the same. The dues shall be payable at the beginning of the calendar year.
B. LIFE MEMBERS: Life members shall pay no dues.
C. NON-PAYMENT OF DUES: Any member in default of dues by February 15th of the calendar year shall be terminated and no longer be an active member. A person who has been terminated for non- payment of dues shall be reinstated by payment of current dues.
CHAPTER II. GENERAL ASSEMBLY
Section 1. DEFINITION: The General Assembly shall constitute a meeting of the members for the purpose of conducting the business of the College. Guests may be invited to attend the General Assembly, with approval of the Board of Directors.
Section 2. TIME AND PLACE: A general assembly of the members shall be held each calendar year in conjunction with the Annual Meeting of the American Academy of Pediatric Dentistry.
Section 3. NOTICE: Written notice of at least thirty (30) days prior to the annual meeting shall be given to each member by mail or other means of communication.
Section 4. SPECIAL MEETINGS: Special meetings of the members may be called at any time by the President or by a majority of the Board of Directors. Notice of any special meeting shall be given to each member at least thirty (30) days in advance and shall state, in addition to the time and the place, the general nature of the business to be transacted.
Section 5. VOTING: Each member of this College shall, at every General Assembly, be entitled to one vote in person upon each subject properly submitted for vote.
Section 6. QUORUM: A quorum shall be a minimum of 50 active members
CHAPTER III. BOARD OF DIRECTORS
Section 1. COMPOSITION: The Board of Directors shall consist of thirteen (13) members: the President, President-Elect, Vice-President, the Secretary, the Treasurer, the Immediate Past President and six (6) regional Directors, one from each geographic district, and one Director representing the New Diplomates (those who are in their initial five years of College membership).
A. A quorum of the Board of Directors shall be half plus one of the members of the Board of Directors.
B. A member of the Board of Directors shall be any member of the College in good standing.
C. One additional appointed, non-voting Director position on the Board of Directors is for a member in good standing who is within his/her initial five years of College membership. This Director is appointed to the Board having been nominated to the position by the Nominations Committee and is charged to bring to the Board of Directors issues relevant to those who are at the beginning of their careers as Diplomates. This position is for three years; a Director serving in this position may be nominated for a voting District Director position after his/her three-year term appointment has been completed.
D. The Executive Committee of the Board of Directors shall consist of the President, President-Elect, Immediate Past President, Vice President, Secretary, and Treasurer. The committee shall have and exercise the authority of the Board of Directors in the management of the business of the College between meetings of the Board of Directors.
E. The Board of Directors shall meet minimally once per year in conjunction with the annual General Assembly and one other interim meeting to review the business of the College and any interim actions of the Executive Committee. The interim meeting may be held through conference call, teleconferencing or other electronic means of communication.
F. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board, and such person or persons may fix the time, place and method of meeting for any special meeting of the Board so called. Such meetings may be held through conference call, teleconferencing, or other electronic means of communication.
Section 2. GEOGRAPHICAL DISTRICTS: There shall be six (6) districts. A member shall be identified with a geographic district according to the member’s mailing address listed with the College except for those employed in the Federal Service. The geographical districts will be similar to the trustee districts of the American Academy of Pediatric Dentistry (prior to 2012) and will be numbered and composed as follows:
District I: Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island, Vermont, the Canadian provinces of Newfoundland, Nova Scotia, Prince Edward Island, New Brunswick, and Quebec;
District II: Delaware, District of Columbia, Maryland, New Jersey, Pennsylvania, members in the Federal Services, and foreign countries not specifically cited;
District III: Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, and the Commonwealth of Puerto Rico;
District IV: Illinois, Indiana, Iowa, Ohio, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin, and the Canadian provinces of Ontario and Manitoba;
District V: Arkansas, Colorado, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Texas, and Mexico;
District VI: Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington, Wyoming, and the Canadian provinces of Saskatchewan, Alberta, British Columbia, and Northwest and Yukon Territories.
Section 3. QUALIFICATIONS: A member of the Board of Directors shall be any member of the College in good standing.
Section 4. TERM OF OFFICE: At the first general assembly (1965) six (6) directors shall be elected, two (2) for a one (1) year term, two (2) for a two (2) year term and two (2) for a three (3) year term. In addition, the officers of the College, as delineated in Article V of the Constitution, shall be elected for a one year term except for the Treasurer as an appointed officer who may succeed him/her self in office. At each annual general assembly thereafter, two (2) directors shall be elected for a three (3) year term and the elective officers for a one (1) year term and shall serve until their successors assume office.
Section 5. VACANCIES: Nominations to fill a vacant Director position on the Board of Directors shall be proposed by the President and confirmed by a majority vote of the remaining Board of Directors. The individual so selected shall be from the same District as his/her predecessor and shall serve to complete the remainder of the term. This individual is eligible to be nominated for this District’s Director position if the term remainder is one year or less.
Section 6. POWERS: The Board of Directors shall be the managing body of the College, subject to the Laws of Illinois, the Articles of Incorporation, the Constitution and Bylaws of the College and the mandate of the General Assembly. The Board of Directors shall:
A. Have the power to establish rules and regulations consistent with these Bylaws to govern its organization, procedures and conduct.
B. Have the power to nominate a slate of Officers of the College at the Board of Directors meeting prior to the Annual General Assembly where voting occurs to elect the Officers. The Board of Directors shall nominate a slate of Officers including a President-Elect, a Vice-President and a Secretary, all of whom must be selected from the members or past members of the Board of Directors after having been presented to the Board of Directors through the Nominations Committee, or processes otherwise stated in these Bylaws.
C. Have the power to delegate all or any of the powers or duties of an Officer or Director to any other Officer or Director for any reason deemed sufficient by the Board of Directors. But, no Officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.
D Have the power to require any Officer or Agent of the College to file with the College a satisfactory bond, at the expense of the College.
Section 7. ACTION BY UNANIMOUS WRITTEN CONSENT: If and when the Directors, severally or collectively, consent unanimously in writing for any action to be taken by the College, such action shall be as valid as any action taken at a meeting of the Board of Directors.
CHAPTER IV. ELECTED AND APPOINTED OFFICERS
Section 1. TITLE: The officers of this College shall be the President, President-Elect, Vice-President, and Secretary. The Treasurer is an appointed officer of the College. In addition, the position of Executive Director or Executive Management Group is an appointed administrative position of the College. The Immediate Past-President is an ex-officio officer of the Board of Directors. The elected Officers shall be presented to the membership through the Nominations Committee, then elected by majority vote at the Annual Meeting of the General Assembly.
Section 2. DUTIES:
The American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern the proceedings of this organization unless otherwise specified.