CHAPTER I
ORGANIZATION
Section 1.
Name:
The name of this organization shall be THE SOUTHERN CALIFORNIA
ACADEMY OF GENERAL DENTISTRY, herein after referred to as “SCAGD.”
The SCAGD is a component member of the California Academy of General
Dentistry; a constituent of the national Academy of General Dentistry referred to
herein as the “AGD.”
CHAPTER II
PURPOSES
Section 1.
PURPOSE:
The purpose of the SCAGD is to serve the needs and to represent the interests of
general dentists and to foster their continued proficiency through quality continuing dental education and advocacy in order to better serve the public and promote the oral health of the public.
CHAPTER III
INCORPORATION
Section 1.
The SCAGD is incorporated in the State of California as a not-for-profit educational organization; no part of its property or earnings shall inure to the benefit of any member thereof. In the event the corporation is dissolved after payment of all indebtedness of the corporation. Its remaining assets, funds and property shall be given to an appropriate educational nonprofit corporation in the field of education for the general dentist of a non-profit educational institution dedicated to the education and training of general dentists.
Section 2.
CENTRAL OFFICE:
The central office of the SCAGD shall be located within the geographical
boundaries of the State of California.
Section 3.
COMPONENTS OF SCAGD:
SCAGD is a component of CAGD and AGD in accordance with policies, procedures, terms and conditions established by its Board of Directors. Each
such component society shall be a separate legal entity.
CHAPTER IV
MEMBERSHIP
Section 1.
Classification of membership: The classifications of membership are determined by the AGD House of Delegates. The SCAGD shall follow the guidelines of the AGD Bylaws in regard to membership classification. (See Attachment 1)
Section 2.
REMOVAL FROM ONE JURISDICTION TO ANOTHER
A member who has changed the location of his/her practice from the jurisdiction of the SCAGD to that of another constituent of the AGD may maintain membership in the SCAGD for only one (1) full calendar year following that of his/her removal from the jurisdiction of the SCAGD.
Section 3.
REQUIREMENTS
The requirements of membership of the SCAGD shall follow the requirements of the AGD.
CHAPTER V
DUES, ASSESSMENTS AND PROCESSING FEES
Section 1.
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 CAGD Board of Directors, in accordance with these Bylaws and are in addition to SCAGD dues. Membership dues shall be payable in accordance with the AGD policy.
Section 2. Loss of Membership and Reinstatement
- A member whose current dues have not been paid by March 31 of the then-current year shall cease to be a member of the AGD and SCAGD; the individual may secure reinstatement by paying AGD and SCAGD dues 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 AGD and SCAGD 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 and/or SCAGD.
B. As a result of judicial procedure:
- A member under suspension is automatically reinstated at the end of the suspension period as specified by the CAGD and/or the Council on Bylaws and Judicial Procedures;
- A member who is expelled from the organization may not be reinstated until such time as the expulsion is lifted by either the CAGD or an appeal to the AGD Council on Bylaws and Judicial Procedures.
Section 3. Special Considerations
A. Disability: AGD rules relating to total disability shall be applicable to SCAGD members.
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 (or its designate) 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 whose membership in the AGD have lapsed 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.
The supreme governing body of the Southern California Academy of General
Dentistry shall be the General Assembly consisting of active, retired, part-time
and emeritus members who attend and vote at a SCAGD business meeting.
Section 2.
POWERS:
The General Assembly shall have the following powers:
A. To be the supreme legislative body of the SCAGD.
B. To determine the policies which will govern the SCAGD in all its activities.
C. To elect the officers and members of the Board of Directors as well as delegates to the AGD and to act upon requests from the Board for removal of a director or officer.
D. To enact, amend and repeal the Bylaws of the SCAGD.
Section 3.
SESSIONS:
The SCAGD Annual Meetingshall be held at least once each year at a time and place designated by the Board of Directors. The general membership 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 SCAGD.
Written or electronic notice must be mailed by the secretary to all members of the
SCAGD at least thirty (30) but not more than 90 days prior to any scheduled
meeting. Said written or electronic notice shall state the general nature of all
proposed items to be acted upon at said meeting.
Section 5.
QUORUM:
A quorum at any SCAGD duly noticed and convened business meeting shall be the number of persons present and eligible to vote at that meeting.
Section 6.
RULES OF PROCEDURE:
Current Standard Code of Parliamentary Procedure shall govern the
deliberations of the SCAGD in all cases where it does not conflict with the
AGD Bylaws. The Region’s Trustee is recognized as the official parliamentarian for all meetings should any disputes arise.
CHAPTER VII
BOARD OF DIRECTORS
Section 1.
COMPOSITION:
- The Board of Directors is the managing body of the SCAGD component and shall consist of the elected officers; the President, President-Elect, Vice President, Secretary, Treasurer and Immediate Past President.
All shall have voting rights, however, the President’s vote shall only be
enacted in the event of a tie.
2. Directors must be an active, retired, part time, and emeritus general
members in good standing at all times during his or her service.
Section 2.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of directors shall meet at least twice a year, upon the call of the President or any three directors. Notice of regular Board meetings shall be transmitted at least ten (10) days in advance. Special meetings, or emergency meetings when deemed necessary, may be called by the President with proper direct notification to all Board Members at least forty-eight 48hours in advance.
Section 3.
DUTIES AND POWERS OF THE BOARD OF DIRECTORS:
It shall be the power and duty of the Board of Directors:
A. To direct, manage and administer the SCAGD in the interim between annual
meetings of the general membership.
B. To provide for the maintenance and supervision of all property owned or
operated by the SCAGD.
- To determine the place and date for holding the annual meeting and to
approve the overall 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 SCAGD accounts
are examined in detail by line item at least once a year and submitted to the
Board for internal audit.
E. To review all council and committee reports and take appropriate action on
them.
- To allocate and prepare delegates and alternate delegates to the annual AGD meeting.
- To periodically assess the needs of the members and to develop plans to see
that those needs are met.
- To perform an annual performance evaluation of the SCAGD Executive Director at the Spring board meeting.
- To act upon recommendations from the President on committee appointments including the removal of those committee members either unwilling or unable to function in their assignments.
- To make recommendations to the president with regard to the removal of any officer or director.
Section 5.
VACANCY:
In the event that an SCAGD officer is unable to attend a particular Board
meeting, no substitute may be designated. The absent SCAGD Board Member
will not be allowed to vote by proxy on any issue being discussed at the meeting.
In the event a member of the board of directors is absent from three board meetings without a satisfactory reason, or resigns, that position may be filled by majority action of the Board of Directors until a successor is designated by the body empowered to fill that office.
Section 6.
MEETING BY CONFERENCE OF OTHER ELECTRONIC MEANS:
Members of the Board may participate in a meeting through use
of conference telephone, electronic video screen communication, or other
communication equipment if all of the following apply:
(1) each member can communicate with all of the other members
concurrently; (2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.
Section 7.
ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A
MEETING:
Any action required or permitted to be taken by the Board under
any provision of law may be taken without a meeting if all members of the
Board shall individually or collectively consent in writing to such action in
the manner specified in the California Nonprofit Corporation Law.
CHAPTER VIII
OFFICERS
Section 1.
COMPOSITION:
The officers of the SCAGD shall be a President, President-Elect, Vice President,
Secretary, Treasurer and Immediate Past President.
Section 2.
TERMS OF OFFICE:
The President, President-Elect, Vice President and Immediate Past President shall
serve a one (1) year term. The Secretary and/or Treasurer shall serve for a term determined by the Board of Directors.
Section 3.
VACANCY IN OFFICE:
In the event of a vacancy for any reason in the President-Elect, Vice President,
Secretary, Treasurer, or Editor, the President, with recommendation from
the nominating committee and subject to the approval of the Board of Directors,
shall appoint an interim successor to serve at his discretion until the next general
membership election shall take place.
Section 4.
DUTIES OF THE OFFICERS:
A. President
It shall be the duty of the president:
- To serve as an official representative of the SCAGD in its contact with
government, civic, business and professional organizations for the purpose of advancing the objectives and policies of the SCAGD.
- To serve as a non-voting consultant on all SCAGD committees.
- To preside at meetings of the general assemblyand the Board of Directors. At both meetings he/she shall have the right to vote in the event ofa tie.
- To appoint members to vacancies on councils and committees subject to the approval of the Board of Directors.
- To appoint a parliamentarian in the absence of the Trustee.
- To submit an annual report to the general membership.
- To call meetings of the Board of Directors.
- To countersign all citations, certificates and testimonials.
B. President-Elect
It shall be the duty of the President-Elect:
- To serve as a voting member of the Board of Directors.
- To serve as a consultant to all committees with the right to vote.
- To assume the office of President in the event that the President is unable to fulfill the terms of his/her office.
- To succeed to the office of President, assuming the position at the annual meeting of the following year.
- To attend all important functions of the SCAGD.
- To preside in the temporary absence of the President at meetings of the general assembly of Board of Directors.
- To cooperate with the President and familiarize himself/herself with the duties of the office.
- To serve as program chairman at the SCAGD annual meeting or appoint a program chair for the annual meeting.
- To co-sign all checks in absence of the Treasurer and Vice President.
C. Vice President:
It shall be the duty of the Vice President:
- To assist the President and the President-Elect in the performance of their
duties and to fulfill those duties in their absence.
- To be a non-votingconsultant to all councils and committees
- To serve as a member of the Board of Directors.
- To serve as presiding officer in the absence of both the President and Vice President.
- To co-sign all checks in the absence of the Treasurer and President-Elect.
D. Secretary:
It shall be the duty of the Secretary:
- To oversee the keeping of the minutes of all meetings of the Board of Directors.
- To oversee the keeping of all the records and properties of the SCAGD during their term of office.
- To oversee the notification of council and committee members of their appointments.
- To oversee the countersigning of all citations, certificates and testimonials.
- To oversee correspondence on behalf of the SCAGD.
- To oversee the notification of all members of the annual meeting at least thirty (30) days in advance.
7. To oversee the notification of 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.
E. Treasurer:
It shall be the duty of the Treasurer:
1. To oversee the keeping of adequate and proper accounts of the properties and funds of the SCAGD.
2. To ensure accountability for all monies and other valuables deposited in
the name of and to the credit of the SCAGD.
3. To oversee disbursement of the funds of the SCAGD as may be directed
by the Board of Directors
4. To co-sign all checks forwarded by the Executive Director.
5. To chair and call meetings of the Budget and Finance Committee.
To oversee the preparation of the budget in conjunction with the
SCAGD Budget and Finance Committee for review and approval by the
Board of Directors.
6. To oversee the accounting for all funds acquired by the SCAGD.
- To oversee preparation of yearly tax forms filed by the SCAGD accountant.
- To cause to be bonded all persons authorized to handle the SCAGD’s funds.
- To have and know how to use the QuickBooks Accounting System.
F. Immediate Past President
It shall be the duty of the Immediate Past President:
- To serve as a member of the Board of Directors with the right to vote.
- To serve as the Chairman of the Nominating Committee for SCAGD Officers.
- To serve as a consultant to all SCAGD
- To attend the SCAGD Board Meetings.
G. Advisors
Advisors shall be appointed by the president and shall not have voting rights
at meetings of the Board of Directors.
At the beginning of the year, the President will appoint two of the advisors, and an alternate, to have voting privileges for the duration of the year.
CHAPTER IX
APPOINTIVE POSITIONS
EXECUTIVE DIRECTOR
Section 1.
The Executive Director shall be selected and contracted by a majority vote of the
SCAGD Board of Directors.
Section 2.
The Board of Directors shall establish written duties and responsibilities of the Executive Director, and said duties and responsibilities will be subject to change from time to time as deemed appropriate by the Board.
CHAPTER XII
COMMITTEES
Section 1. COMPOSITION
The President of the SCAGD shall make, with the approval of the Board of
Directors, all committee appointments.
CHAPTER XIII
FINANCES
Section 1. FISCAL YEAR
The fiscal year of the SCAGD shall begin on January 1 of each calendar year and
end on December 31.
Section 2. GENERAL FUND
The general fund shall consist of all monies received other than those specifically
allocated to other funds by these Bylaws. The funds shall be used for defraying
all expenses incurred by the SCAGD not otherwise provided for in these Bylaws.
The general fund may be divided into operating and reserve divisions at the
direction of the Board of Directors
CHAPTER XIV
INDEMNIFICATION
Upon written application to the Board of Directors of SCAGD for indemnification under the following conditions the Board of Directors will meet and confer and on unanimous approval by the Board grant indemnification to each officer, director, committee member, employee and other agent of the SCAGD, 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, 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 SCAGD or 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 inure to the benefit of the heirs, executors, and administrators of such person entitled to the indemnification under this chapter.
CHAPTER XV
PRINCIPLES OF ETHICS
The Principles of Ethics of the SCAGD shall be the Principles of Ethics of the Academy of General Dentistry (AGD).
CHAPTER XVI
GENERAL PROVISIONS
These Bylaws, either as presently drawn or amended, shall not be in conflict with the bylaws of the AGD or CAGD .
Whenever an amendment is made to the Bylaws of the Academy of General Dentistry which renders a provision of these Bylaws inconsistent with the same, such provisions shall be deemed amended without requiring any further action of the SCAGD.
CHAPTER XVII
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 SCAGD at least 30 but not more than 90 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 SCAGD are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting.
THESE BYLAWS OF THE SCAGD WAS REVISED BY THE SCAGD BYLAWS COMMITTEE ON AUGUST 08, 2023. March 19, 2024
RESPECTFULLY SUBMITTED,
_____________________________________
Erick Gutierrez, DMD, FAGD Rebecca Yamane DDS
SCAGD SECRETARY