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SCAGD Bylaws

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 GeneralDentistry; 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

  1. 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:

  1. 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;
  1. 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. 

C. To elect the officers of the SCAGD as provided in these Bylaws and to act upon requests from the Board for the removal of a director or officer. All other Board appointments shall be made in accordance with these Bylaws and the SCAGD Board Policy Manual.

D. To enact, amend and repeal the Bylaws of the SCAGD.

Section 3.

SESSIONS:

The SCAGD Annual Meeting shall 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 4.

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 5.

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:

  1. 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.

The Board of Directors shall be the managing and governing body of the Association and shall consist of the elected officers – the President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President – and such At-Large Board Members, Board Advisors, and other Board positions as may be established in the SCAGD Board Policy Manual.

All members of the Board of  Directors shall have voting rights unless otherwise provided in the SCAGD Board Policy Manual; provided, however, that the President shall vote only in the event of a tie or when the President’s vote would create a tie.

QUALIFICATIONS:

Directors must be Active, Retired, Part-Time, or Emeritus general dentist members in good standing and shall maintain such membership status throughout their service on the Board. Additional eligibility, participation, and qualification requirements may be established in the SCAGD Board Policy Manual.

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.

The Board of Directors shall meet at least twice each year and at additional times as provided in the SCAGD Board Policy Manual or 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 or emergency meetings may be called by the President with proper direct notification to all Board members at least forty-eight (48) hours 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 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

C. 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.

F. To allocate and prepare delegates and alternate delegates to the annual AGD meeting.

G. To periodically assess the needs of the members and to develop plans to see that those needs are met.

H. To perform an annual performance evaluation of the SCAGD Executive Director at the Spring board meeting

I. 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.

    J. To make recommendations to the president with regard to the removal of any officer or director.

    A. To direct, manage, and administer the affairs of the SCAGD between annual meetings of the general membership.

    B. To establish and maintain Board policies and oversee the organizational structures, programs, and resources necessary to carry out the purposes of the SCAGD.

    C. To determine the date and location of the Annual Meeting, approve the overall Annual Meeting program, and approve the schedule of meetings and programs for the coming year.

    D. To approve the annual budget and ensure that all SCAGD financial accounts are reviewed in detail at least annually and presented to the Board for review.

    E. To review reports from committees, task forces, and other groups as provided in the SCAGD Board Policy Manual and to take appropriate action on such reports.

    F. To allocate and prepare delegates and alternate delegates to the annual AGD meeting.

    G. To periodically assess the needs of the membership and establish strategies and priorities to address those needs.

    H. To establish the component dues.

    I.   To perform an annual performance evaluation of the SCAGD Executive  Director at the Spring board meeting.

    J.  To provide for leadership succession, Board development, and periodic evaluation of the governance structure and Board performance.

    K. To approve the appointment or removal of committee members and other appointed leadership positions upon the recommendation of the President, including individuals who are unable or unwilling to fulfill the responsibilities of their positions.

    L. To make recommendations to the general assembly with regard to the removal of any officer or director.

    Section 4.

    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

    Members of the Board of Directors may not designate substitutes or vote by proxy. A Director who resigns or is absent from three Board meetings without satisfactory reason may be replaced by majority vote of the Board of Directors, in accordance with the SCAGD Bylaws and Board Policy Manual.

    Section 5.

    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 6.

    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.

    The elected officers of the SCAGD shall be the 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.

    All executive officers shall serve one-year terms unless otherwise provided in the SCAGD Board Policy Manual or determined by the Board of Directors in accordance with such policies.

    Section 3.

    VACANCY IN OFFICE:

    In the event of a vacancy for any reason in the President-Elect, Vice President, Secretary, Treasurer, 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.

    In the event of a vacancy in the office of President-Elect, Vice President, Secretary, or Treasurer, the President, upon recommendation of the Nominating Committee and with approval of the Board of Directors, shall appoint an interim successor to serve until the next general membership election.

    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 SCAGD in its contact with

    government, civic, business and professional organizations for the purpose of advancing the objectives and policies of the SCAGD.

    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 serve as a consultant to all committees with the right to vote.
    3. To assume the office of President in the event that the President is unable to fulfill the terms of his/her office.
    4. To succeed to the office of President, assuming the position at the annual meeting of the following year.
    5. To attend all important functions of the SCAGD.
    6. To preside in the temporary absence of the President at meetings of the Board of Directors.
    7. To cooperate with the President and familiarize himself/herself with the duties of the office.
    8. To serve as program chairman at the SCAGD annual meeting or appoint a program chair for the annual meeting.
    9. 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:

    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-votingconsultant 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 Vice President.
    5. To co-sign all checks in the absence of the Treasurer and President-Elect.

    D. Secretary:

    It shall be the duty of the Secretary:

    1. To oversee the keeping of the minutes of all meetings of the Board of Directors.
    2. To oversee the keeping of all the records and properties of the SCAGD during their term of office.
    3. To oversee the notification of council and committee members of their appointments.
    4. To oversee the countersigning of all citations, certificates and testimonials.
    5. To oversee correspondence on behalf of the SCAGD.
    6. 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.

    7.To oversee preparation of yearly tax forms filed by the SCAGD accountant.

    8. To cause to be bonded all persons authorized to handle the SCAGD’s funds.

    9. 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:

      1. To serve as a member of the Board of Directors with the right to vote.
      2. To serve as the Chairman of the Nominating Committee for SCAGD Officers.
      3. To serve as a consultant to all SCAGD
      4. 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.

      A.  President

      The President shall:

      1. Serve as an official representative and spokesperson of SCAGD.
      2. Preside at meetings of the membership and Board of Directors.
      3. Call meetings of the Board of Directors as provided in these Bylaws.
      4. Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      The President shall vote only as otherwise provided in these Bylaws.

      B.  President-Elect

      The President-Elect shall:

      1. Serve as a voting member of the Board of Directors.
      2. Assist the President and become familiar with the duties and responsibilities of the office of President.
      3. Appoint committee chairs and committee members during the President-Elect year to serve during the President-Elect’s upcoming term as President, in accordance with the SCAGD Board Policy Manual.
      4. Assume the duties of the President in the President’s absence or inability to serve.
      5. Succeed to the office of President in accordance with these Bylaws.
      6. Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      C.  Vice President

      The Vice President shall:

      1. Serve as a voting member of the Board of Directors.
      2. Assist the President and President-Elect in the performance of their duties.
      3. Perform the duties of the President or President-Elect as provided in these Bylaws and the SCAGD Board Policy Manual.
      4. Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      D.  Secretary

      The Secretary shall:

      1. Serve as a voting member of the Board of Directors.
      2. Oversee the maintenance of minutes and official governance records of SCAGD.
      3. Ensure that required notices of meetings and other official communications are provided in accordance with these Bylaws and the SCAGD Board Policy Manual.
      4. Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      E.  Treasurer

      The Treasurer shall:

      1. Serve as a voting member of the Board of Directors.
      2. Oversee the financial affairs, accounts, and financial records of SCAGD.
      3. Oversee the preparation of the annual budget and financial reports for review and approval by the Board of Directors.
      4. Provide financial oversight and report to the Board of Directors regarding the financial condition of SCAGD.
      5. Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      F.  Immediate Past President

      The Immediate Past President shall:

      1. Serve as a voting member of the Board of Directors.
      2. Serve as Chair of the Nominating Committee.
      3. Assist with leadership continuity and succession.

      Perform such other duties as set forth in the SCAGD Board Policy Manual or assigned by the Board of Directors.

      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.

      EXECUTIVE DIRECTOR

      Section 1. APPOINTMENT

      The Executive Director shall be appointed by majority vote of the Board of Directors and shall serve under the terms of an employment agreement or other arrangement approved by the Board.

      Section 2. DUTIES

      The Executive Director shall be responsible for the day-to-day administration and operations of the SCAGD under the authority and policies established by the Board of Directors. The Executive Director shall perform such duties and exercise such authority as assigned or delegated by the Board and described in the SCAGD Board Policy Manual.

      CHAPTER X

      COMMITTEES

      Section 1. COMPOSITION

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

      Section 1. COMPOSITION AND APPOINTMENT

      The President shall appoint standing and special or ad hoc committees in accordance with the SCAGD Board Policy Manual. Committee chairs and members shall meet any qualifications established in that Manual.

      The Board of Directors shall establish a Nominating Committee. The composition, number of members, qualifications, terms, duties, nomination procedures, and operating procedures of the Nominating Committee shall be established in the SCAGD Board Policy Manual.

      The duties, composition, qualifications, terms, and operating procedures of all other committees shall likewise be established in the SCAGD Board Policy Manual. Committees shall act only within the authority delegated by the Board of Directors.

      CHAPTER XI

      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.

      The general fund shall consist of all monies received by the SCAGD except those specifically designated by the Board of Directors for a special purpose.

      The Board of Directors shall be responsible for the oversight and management of the financial affairs of the SCAGD in accordance with these Bylaws and the SCAGD Board Policy Manual.

      CHAPTER XII

      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 XIII

      PRINCIPLES OF ETHICS

      The Principles of Ethics of the SCAGD shall be the Principles of Ethics of the Academy of General Dentistry (AGD).

      CHAPTER XIV

      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 XV

      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.

      These Bylaws may be amended by an affirmative vote of a majority of the members present and voting at the Annual Meeting, provided that written or electronic notice of the proposed amendment has been provided to the membership not less than thirty (30) days and not more than ninety (90) days prior to the Annual Meeting.

      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.

      Any Active or Emeritus member may propose amendments to these Bylaws by submitting them in writing to the Board of Directors. Proposed amendments shall be reviewed by the Board prior to being presented to the membership for consideration.

      THESE BYLAWS OF THE SCAGD WAS REVISED BY THE SCAGD BYLAWS COMMITTEE ON MARCH 19, 2024.

      August 17, 2026.

      RESPECTFULLY SUBMITTED,

      _____________________________________

      Rebecca Yamane DDS

      Timothy Wong DDS, FAGD

      SCAGD SECRETARY