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Summary of Proposed FCOD Bylaw Changes 2022
BYLAWS OF THE FOUNDATION OF THE COLLEGE OF DIPLOMATES OF THE AMERICAN BOARD OF PEDIATRIC DENTISTRY
ARTICLE 1. NAME The name of the Foundation shall be The Foundation of the College of Diplomates of the American Board of Pediatric Dentistry, hereinafter referred to as “the Foundation” or “this Foundation”. ARTICLE II. OBJECTIVES The objectives of this Foundation shall be the advancement of the science and practice of pediatric dentistry through mutual cooperation and study, support of the objectives of the American Board of Pediatric Dentistry and the encouragement of the candidates for Board examination. ARTICLE III. ORGANIZATION Section 3.1. Incorporation: This Foundation is a non-profit corporation organized under the laws of the State of Illinois. It is organized and shall be operated for educational purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code. Section 3.2. Internal Revenue Code Restrictions. No part of the net earnings of the Foundation shall benefit or be distributable to, its Trustees, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3.3. Dissolution. Upon dissolution of the Foundation, the Board of Trustees of the Foundation shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations operated exclusively for charitable or educational purposes as shall at that time qualify as an exempt organization or organizations under section 501(c)(3), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes. ARTICLE IV. POWERS Except as provided otherwise by the Foundation’s Articles of Incorporation or by these Bylaws, the Foundation shall have and exercise all rights and powers conferred on corporations granted by the Illinois General Not For Profit Corporation Act of 1986 , as amended from time to time, and under any other applicable law; provided, however, that the Foundation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as stated in Article 1. ARTICLE V. OFFICE AND AGENT The Foundation shall have and continuously maintain in the State of Illinois, a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Trustees may from time to time determine. ARTICLE VI. MEMBERSHIP Section 6.1. Designation. A member shall be designated as an “Active Member” provided he/she is currently a member of the College of Diplomates of the American Board of Pediatric Dentistry in good standing. All members of the College of Diplomates of the American Board of Pediatric Dentistry are eligible for active membership and will be designated as an Active Member unless a request is made to the contrary. Section 6.2. Processing. Following official announcement of membership into the College of Diplomates of the American Board of Pediatric Dentistry, the Chairman or his/her designee shall send to the Diplomate a statement explaining the Foundation and a letter of welcome into Active Membership. The Secretary-Treasurer shall record the name of the Diplomate as an Active Member until such time as the Diplomate is no longer a member of the College of Diplomates of the American Board of Pediatric Dentistry or requests that his/her name be removed. ARTICLE VII. GOVERNMENT AND MEETINGS Section 7.1 Legislative Body. (a)The legislative and controlling body of this Foundation shall be the voting membership of the College of Diplomates of the American Board of Pediatric Dentistry gathered into what shall be known as the General Assembly. (c) Written notice shall be given to each member of the date, time and place of the Foundation meeting at least thirty (30) days prior to the Annual Meeting and concurrent with the notice for the Annual Meeting of the College of Diplomates of the American
Board of Pediatric Dentistry. (d) Special meeting of the members may be called at any time by the Chairman or by a majority of the Board of Trustees. Notice of any special meeting shall be given to each member thirty (30) days in advance, and shall include the date, time and place
of such meeting and the general nature of the business to be transacted. (e) Any General Assembly, either annual or special, may be adjourned from time to time by the vote of three-fourths (3/4) of the members present and voting. When any meeting of members, either annual or special, is adjourned for ninety (90) days or more,
notice of the adjourned meeting shall be given as for any original meeting. When adjourned for less than ninety (90) days, it shall be unnecessary to give notice of adjournment or of the business to be transacted at an adjourned meeting other than
an announcement at the meeting during which such adjournment was taken. (f) Each Active Member of this Foundation shall be entitled to one vote in person on each subject properly submitted to a vote. (g) A quorum shall consist of those members present at the meeting, General Assembly or Special meeting.
Section 7.2. Administrative Body. (a) The administrative body of the Foundation shall be a Board of Trustees, hereinafter, referred to as “the Board”. (b)The elective officers of this Foundation shall be a Chairman, Vice-Chairman and a Secretary-Treasurer, each of whom shall be elected by the Board of Trustees. (c) Appointive officers may be designated and appointed by the Board of Trustees as deemed desirable. ARTICLE VIII. BOARD OF TRUSTEES Section 8.1. General Powers. The business, property and affairs of the Foundation shall be managed by or under the direction of its Board of Trustees, hereinafter referred to as “the Board”. For any reason deemed sufficient by the Board of Trustees, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers or duties of an Officer or Trustee to any other Officer or Trustee, but no officer or Trustee shall execute, acknowledge or verify any instrument in more than one capacity. The Board of Trustees may require any officer or agent to file with the Foundation a satisfactory bond, at the Foundation’s expense. Section 8.2. Number and Terms. (a) The Board of Trustees shall be composed of no less than eight (8) and no more than twelve (12) Trustees. There shall be four officers: Chairman, Vice-Chairman, Secretary-Treasurer and Immediate Past Chairman and four (4) to eight (8) Trustees at-large.
Trustees at-large shall be selected with consideration to the geographical districts defined in section 8.2.d. Each Trustee shall hold office for a three (3) year term which may be renewed for an additional three (3) year term. (b) The Chairman, and the Vice-Chairman shall hold office for a period of two years. The Immediate Past Chairman serves for two years following his/her term as Chairman. No officer may serve in one office for a period longer than two (2) years except the Secretary-Treasurer. The Secretary-Treasurer serves for a term of (3) years, with the possibility of renewing terms of one (1) year extensions; one (1) year written notice of termination shall be required. There shall be no limit on the number of subsequent terms for the Secretary-Treasurer, but yearly extensions shall be allowed only by a consenting majority of the current Board. If an Officer cannot fulfill her/her term and this occurs before the Annual Meeting, the Nomination Committee may recommend to the Executive Committee a Trustee to fulfill the year until the next Annual Meeting.
(c) Geographic districts shall be consistent with the College of Diplomates of the American Board of Pediatric Dentists and are numbered and composed as follows: Northeastern District: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont; Members of the Federal Services; Canadian Provinces of Newfoundland,
New Brunswick, Nova Scotia, Prince Edward Island, and Quebec. Southeastern District: Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia and the Commonwealth of Puerto Rico. Northcentral District: Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, Nebraska, North Dakota, South Dakota, and Wisconsin; Canadian Provinces of Manitoba and Ontario. Western District: Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington, Wyoming; the Canadian Provinces of Alberta, British Columbia, Northwest Territories, Nunavut, Saskatchewan, and Yukon Territory. Southwestern District: Arkansas, Colorado, Kansas, Louisiana, Missouri, New Mexico, Oklahoma, Texas; Mexico. Section 8.3. Elections. The Board shall approve the Officers and Trustees for the ensuing year. The Board of Trustees shall select a Vice-Chairman from the current member of the current Board, The Secretary-Treasurer may be selected from the current Board or from the General Membership of the College of Diplomates of the American Board of Pediatric Dentistry. The elective body is the Active Membership of the College of Diplomates of the American Board of Pediatric Dentistry. The elections are to take place at the Annual Meeting of the General Assembly. Section 8.4. Resignation. An Officer or a Trustee may resign by written notice delivered to the Chairman or Vice-Chairman of the Foundation. A resignation is effective when the notice is delivered unless the notice specifies a future date. Section 8.5. Removal. Any Officer or Trustee may be removed, with or without cause. Removal from office requires an affirmative vote of a majority of all Trustees then in office at a meeting of the Board of Trustees held at least twenty days after written notice of the proposed removal is given to all Trustees. Section 8.6. Vacancies. Vacancies among Officers or Trustees, shall be filled by vote of the Board of Trustees. An Officer or Trustee elected to fill a vacancy shall hold office until his or her successor is elected. Section 8.7. Voting. Each member of the Board of Trustees is a voting member and entitled to one vote on any item of business before the Board. Section 8.8. Retaining Executive Director. The Board of Trustees shall have authority to hire and terminate an Executive Director of the Foundation and determine the duties of the Executive Director. ARTICLE IX. BOARD MEETINGS Section 9.1. Board Meetings. (a) Meeting of the Board of Trustees will be held at least once each calendar year. (b) The meeting of the Board may be held in the same city and at a compatible time with the Annual meeting of the American Academy of Pediatric Dentistry. Location and time of the meeting to be determined in consultation with the College of Diplomates of the American Board of Pediatric Dentistry. Section 9.2. Special Meetings. Special meetings of the Board may be called at any time by the Chairman or by a majority of the Board of Trustees. Notice of any special meeting shall be given to each Board member and The College of Diplomates at least thirty days (30) in advance and shall state , in addition to the time and place, the general nature of the business to be transacted. Section 9.3. Quorum and Action at a Meeting. The attendance of five (5) members of the Board constitutes a quorum. In the event of lack of a quorum, the members present may adjourn the meeting to another time without further notice. Withdrawal of Officers or Trustees from any meeting shall not cause failure of a duly constituted quorum at that meeting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board. Section 9.4. Attendance by Electronic Means. Trustees may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Section 9.5. Action without a Meeting. If and when the Board of Trustees, separately or collectively shall consent unanimously in writing or by electronic correspondence, to any action to be taken by the Board, such action shall be as valid as if it have been authorized at a meeting of the Board. All the approvals evidencing the consent shall be delivered to the Secretary-Treasurer to be filed in the records of the Foundation. The action taken shall be effective when all the Trustees or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. ARTICLE X. OFFICERS Section 10.1. Chairman. The Chairman shall be the chief executive officer of the Foundation. He/she shall preside over all meetings of the Board and the General Assembly. He/she shall have the powers and duties of general supervision and management customarily vested in the office of Chairman. The Chairman shall serve as Immediate Past-Chairman upon the completion of their term as Chairman. The Chairman shall serve a two year (2)year term. Section 10.2 Vice-Chairman. The Vice-Chairman shall perform the duties and exercise the power of the Chairman during the absence or disability of the Chairman. The Vice-Chairman shall serve a two year (2) term and immediately succeed to the office of Chairman on June 1st of the year of election at the General Assembly. Section 10.3 Secretary-Treasurer. The Secretary-Treasurer shall attend all meetings of the Board of Trustees and the Executive Committee and shall preserve in the books of the Foundation true minutes of the proceedings of all such meetings. The Secretary-Treasurer shall fulfill the followings duties: (1) to give all notices required by statute, law, or resolution, (2) to hold custody of all moneys, securities, (3) to keep the books belonging to the disbursements, (4) to deposit all moneys, securities and other valuable effects, in the name of the Foundation, in such depositories as may be designated for the purpose by the Board of Trustees, (5) to disburse the funds of the Foundation as may be ordered by the board, accepting proper vouchers for such disbursements, (6) to render to the Chairman and Board members at the regular meeting of the Board or whenever requested by them, an account of all transactions as Treasurer and of the financial condition of the Foundation and (7) to engage an Auditor upon the request of the Board of Trustees every four (4) years. If required by the Board, he/she shall deliver to the Chairman of the Foundation and shall keep in force, a bond satisfactory to the Board. The Secretary-Treasurer will serve a three (3) year term and may succeed himself/herself in office for one (1) year extensions, as stated in Section 7.2.b. The Secretary-Treasurer is required to submit written notice of termination one year prior to the termination date. Section 10.4 Immediate Past-Chairman. The Immediate Past-Chairman shall serve on the Executive Committee and the Board of Trustees in an advisory capacity. He/she may vote and shall remain in office until the current Chairman becomes Immediate Past-Chairman. The Immediate Past-Chairman shall serve a two (2) year term. The Immediate Past-Chairman shall serve as the chair of the Nominating committee. ARTICLE XI. COMMITTEES Section11.1. Committees of the Board of Trustees. The committees of the Board shall include the Executive Committee, Bylaws Committee, and the Nominating Committee. Special committees may be appointed at the discretion of the Chairman as provided for in Section 11.5. Section 11.2. Executive Committee. The members of the Executive Committee are the Chairman, Vice-Chairman, Secretary-Treasurer and the Immediate Past-Chairman. The Executive Committee shall have and exercise the authority of the Board of Trustees and manage the business of the Foundation between meetings of the Board. The committee shall manage the budget and audit the books of the Secretary-Treasurer. Section 11.3. Bylaws Committee. The Bylaws Committee shall consist of three (3) members, one of whom the Chairman shall designate as chair. At the expiration of the term for which each member is appointed, the current Chairman shall appoint a successor for a period of three (3) years. It shall be the duty of this committee to receive all proposed amendments to these Bylaws for study and recommendation to the Board of Trustees. Amendments approved by the Board of Trustees shall be presented to the General Assembly as provided for by Section 16.1. Section 11.4. Nominating Committee. (a) The Nominating Committee shall consist of three (3) members, the Immediate Past-Chairman, who will serve as Chair and the two (2) most recent Past-Chairman of the Foundation. The Committee shall identify nominees for the Officers and Trustees and deliver to the Secretary-Treasurer, in writing or by electronic means, the names of the nominees at least thirty (30) days prior to the mailing of the Annual Meeting notice to the Members of the Board. The nominees will be reviewed by the Board for consideration. (b) In addition, a member of the College of Diplomates of the American Board of Pediatric Dentistry, in good standing, who wishes to have their name placed in consideration as a Trustee of the Board, must submit this request in writing to the Secretary-Treasurer of the Foundation no less than thirty (30) days prior to the annual board meeting. This request must be accompanied by the signatures of ten (10) voting members in good standing of Colleges of Diplomates. The Secretary-Treasurer will forward such requests to the Nominating Committee. Section 11.5. Finance Committee. The Finance Committee is composed of three (3) members: the Secretary/Treasurer who serves as the committee chairman, and two committee members. Annually, the Chairman may appoint committee members from the Board of Trustees. The Finance Committee is responsible for drafting the annual budget consistent with the programs identified. The Finance Committee reviews the Foundation’s funds and its investments, with guidance from the Finance and Investment Policy. The Finance Committee presents to the Board of Trustees through its chairman, the Secretary/Treasurer, the status of the finances of the Foundation with corresponding recommendations to assure fiscal stability for the Foundation. Section 11.6. The Public Relations Committee
. This Public Relations Committee is composed of four (4) members: its chairman (appointed by the Chairman) and three committee members. Annually, the Chairman shall appoint committee members from the Board of Trustees. The public Relations Committee is responsible for content development and distribution of information to the membership. It also is charged with fundraising efforts from membership and corporate donors. The Public Relations Committee presents to the Board of Trustees through its Chair, the annual communications schedule and fundraising goals at convened meetings of the Board of Trustees. Section 11.7 Award Committee. The Award Committee is composed of four (4) members; the Vice-Chairman who serves as chairman and three committee members. Annually, the Chairman may appoint committee members from the Board of Trustees. The Award Committee provides oversight for the various Awards of the Foundation including annual review of current Foundation Awards with their accompanying descriptions and procedures. Development of new Foundation Awards are the purview of this Committee. Section 11.8 Special Committees. The Chairman shall appoint such special committees as deemed necessary and define their responsibilities. The Chairman shall appoint the chair of any special committees. ARTICLE XII. FINANCIAL TRANSACTIONS Section 12.1. Contracts. The Board of Trustees may authorize any Officer or Officers, agent or agents of the Foundation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Section 12.2. Loans. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in the name of the Foundation unless authorized by a resolution of the Board of Trustees or by action of a duly empowered committee of the Board. Such authority to make loans may be general or confined to specified instances. No loan shall be made by the Foundation to a Trustee or Officer of the Foundation. Section 12.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. Section 12.4. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select. Section 12.5. Gifts. The Board of Trustees may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation. Section 12.6. Review of Transactions. The Secretary-Treasurer is responsible for the financial records of the Foundation. The Board shall review the financial documents annually. ARTICLE XIII. RECORDS The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees and committees having any authority of the Board of Trustees. All books and records of the Foundation may be inspected by any Trustee, any officer of the Member, or any Trustee’s or Member’s agent or attorney, for any proper purpose at any reasonable time. ARTICLE XIV. FISCAL YEAR The fiscal year of the Foundation shall June 1 to May 31. ARTICLE XV. INSURANCE AND INDEMNIFICATION Each person who at any time is or shall have been a Trustee, Officer, employee or agent of the Foundation or is or shall have been serving at the request of the Foundation as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Foundation in accordance with and to the full extent permitted by the General Not For Profit Act of Illinois as in effect at the time of adoption of this by-law or as amended from time to time, and by any subsequent Illinois not-for-profit corporation law. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of disinterested Trustees, or otherwise. If authorized by the Board of Trustees, the Foundation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not For Profit Corporation Act of Illinois as in effect at the time of the adoption of this by-law or as amended from time to time, and by any subsequent Illinois not-for-profit corporation law. ARTICLE XVI. AMENDMENT Section 16.1. Bylaws. A two-thirds (2/3) vote of the General Assembly, at a meeting at which a quorum is present, may alter or amend these Bylaws or adopt new Bylaws. Such action may be taken at a regular or special meeting of the General Assembly for which written notice of the purpose shall be given as provided for in Article VII of these bylaws. Section 16.2. Articles of Incorporation. To amend the Articles of Incorporation, the Board of Trustees first shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to the General Assembly for approval. Such action may be taken at a regular or special meeting of the Board of Trustees for which written notice of the purpose shall be given. The General Assembly must approve the amendment for the amendment to be effective. ARTICLE XVII. RULES OF ORDER The current edition of Standard Code of Parliamentary Procedure (formerly the Sturgis Standard Code of Parliamentary Procedure by Alice Sturgis) shall govern the deliberations of the Foundation in all cases to which it is applicable and consistent with these Bylaws.
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