BYLAWS OF THE AMERICAN PROSTHODONTIC SOCIETY

February 2017

ARTICLE I - Name


The name of this corporation (herein referred to as the “Society”) shall be The American Prosthodontic Society.

ARTICLE II - Objectives

 
The Objectives of this Society, as stated in substance in its Certificate of Incorporation, shall be:
A. to promote the science of prosthetic dentistry and the clinical practice of prosthodontics.
B. to assist those in the dental profession to broaden their expertise in dentistry by:
  1. supporting and promoting the dissemination of knowledge through clinical programs and publications.
  2. engaging in continuing education programs and to encourage students at all levels to pursue and participate in prosthodontic programs.
  3. embracing the allied health fields and encouraging working relations especially with the field of dental laboratory technology.
  4. improving the quality of service by health care providers to patients.
  5. encouraging and supporting dental research.
C. to be alert to the scientific, clinical and social endeavors of the dental profession with a view to improving the health and comfort of patients.
D. to encourage communication among the disciplines of dentistry and allied health fields.

ARTICLE III - Composition of Membership, Voting and Holding Office


SECTION 1. This Society shall consist of Active, Life, Active Life, Student, Honorary, Active Dental Technologist and Affiliate Members.

SECTION 2. ACTIVE MEMBERS
Active membership shall consist of those who have been elected to this Society and who remain in good standing:
A. in their local and State Dental Societies, and
B. in this Society.

SECTION 3. LIFE MEMBERS
An Active Member, upon request, may be elected to Life membership by the Executive Council in one of the following manners:
A. Twenty-five (25) years of uninterrupted membership, retirement from both active practice and teaching and recommendation by the Membership Committee.
B. Five (5) years membership subsequent to service as President of the Society.
C. Special Action by the Executive Council. Life Members shall have all the rights, privileges and responsibilities of Active Members except where otherwise defined in these Bylaws.

SECTION 4. ACTIVE LIFE MEMBERS
An Active Member of twenty-five (25) years, upon request, may be elected to Active Life Membership by the Executive Council in the following manner:
A. Twenty-five (25) years of uninterrupted membership but still active in dentistry, i.e. practice, teaching, administration, government service, etc. and recommendation by the Membership Committee. Active Life Membership shall have all the rights, privileges and responsibilities of Active Members except:
  1. they will pay fifty (50) percent dues which do not include the subscription to the Journal of Prosthetic Dentistry
  2. or where otherwise defined by these bylaws.
SECTION 5. STUDENT MEMBERS
Upon application to the Society and approval by Executive Council, students registered in accredited graduate and post graduate dental school programs including hospital or military may become Student Members of the Society. Benefits of membership in the society will be provided at a reduced fee.

SECTION 6. HONORARY MEMBERS
Honorary membership shall be granted to those who have distinguished themselves in their chosen work and who have made creditable contributions in the field of Prosthetic Dentistry, but would not otherwise be eligible for membership. Their names shall be carried on the Roster of Membership.

SECTION 7. ACTIVE DENTAL TECHNOLOGIST MEMBERS
Upon application to the Society, and approval by the Executive Council, Dental Technologists may be elected as Active Dental Technologist Members of the Society and who remain in good standing:
A. in their state CDT Society and/or
B. in the National Association of Dental Laboratories and/or National Board for Certification and/or its professional equivalent and
C. in this Society.

SECTION 8. AFFILIATE MEMBERS
Upon application to the Society, and approval by the Executive Council, organizations, corporations and selected individuals may be elected as Affiliate Members of the Society.

SECTION 9. VOTING OR HOLDING OFFICE
Only Active, Active Life, Active Dental Technologist, and Life Members shall be eligible to vote and/or hold office.

ARTICLE IV - Fiscal Year and Period of Annual Membership


SECTION 1. The fiscal year shall begin the first day of January and end the last day of December.

SECTION 2. The period of annual membership shall coincide with the fiscal year. Any applicant who shall have been elected to Active membership shall, after paying the appropriate fees, become entitled to such status for the fiscal year of election.

ARTICLE V - Applicants, Nominees and Guests

 
SECTION 1. Any member of the dental profession who is in good standing in the appropriate State or Local Dental Society and in the American Dental Association or equivalent international organization, may apply for Active membership by submitting to the Society a completed application furnished by the Society. All applications must be endorsed by a voting member of the Society and sent to the Central Office, who shall place the original on file and deliver a copy to the chairperson of the Membership Committee. Applications approved by the Membership Committee shall be submitted to the Executive Council and those approved by the Executive Council shall become members immediately.

SECTION 2. A dental technologist may apply for Active Dental Technologist membership in the Society. Applications, obtained from and returned to the Central Office, must be endorsed by a voting member of the Society. Applications approved by the Membership Committee shall be submitted to the Executive Council and those approved by the Executive Council shall become members immediately.

SECTION 3. Nominations for Honorary membership shall be supported by a written nomination by five (5) voting members and presented to the Central Office. The Membership Committee, on receipt of the nomination, shall evaluate the nominee in the same manner as all applications for membership. After deliberation, the Membership Committee shall return to the Executive Council their findings to be endorsed by the membership at the annual meeting.

SECTION 4. The Central Office shall notify applicants of the action taken by the Society relative to their application for membership. All applicants shall be invited to the annual meeting. All applications must be kept on file and the action of the Society noted thereon.

ARTICLE VI - Fees, Dues and Assessments


SECTION 1. All guests shall be required to pay a guest fee as determined by the Executive Council.

SECTION 2. No official program participant shall be required to pay a fee.

SECTION 3. There may be an initiation fee for new Active Members to be determined annually by the Executive Council. This fee shall include the first year's annual dues and is payable upon election.

SECTION 4. ACTIVE MEMBERS
Dues for Active Members shall be proposed by the Executive Council and determined by the membership at the annual business meeting. There will be an additional fee for the subscription cost to The Journal of Prosthetic Dentistry.

SECTION 5. ACTIVE LIFE MEMBERS
Active life members will pay half of the dues plus the subscription to The Journal of Prosthetic Dentistry.

SECTION 6. HONORARY AND LIFE MEMBERS
Honorary and Life Members shall be exempt from the payment of Fees, Dues or Assessments. The Society shall not assume the cost of such members’ subscription to The Journal of Prosthetic Dentistry.

SECTION 7. ACTIVE DENTAL TECHNOLOGIST MEMBERS
Dues for Active Dental Technologist Members shall be proposed by the Executive Council and determined by the membership at the annual business meeting. There will be an additional fee for the subscription to The Journal of Prosthetic Dentistry.

SECTION 8. STUDENT MEMBERS
Dues for Student Members will be determined by the Executive Council and do not include the annual subscription cost to The Journal of Prosthetic Dentistry.

SECTION 9. AFFILIATE MEMBERS
Dues for Affiliate Members will be determined by the Executive Council and may include the subscription cost to The Journal of Prosthetic Dentistry.

SECTION 10. The Central Office shall bill all Active Members for their dues and/or assessments during October of each year. Active Members whose dues and/or assessments have not been paid by March 1st (first) shall be notified of their delinquency. Active Members whose dues and/or assessments have not been paid by May 1st (first) shall be re-notified by certified mail, return receipt. Active Members whose dues and/or assessments have not been paid by June 1st (first) shall be dropped from the membership roll.

SECTION 11. Active members shall not be considered in good standing until their annual dues have been received by the Central Office.

SECTION 12. Members shall be placed on The Journal of Prosthetic Dentistry subscription list only after their dues have been paid.

SECTION 13. Any member who has been dropped for nonpayment of dues or assessments shall forfeit the right of reinstatement but may make application for membership in the manner of a new applicant.

SECTION 14. The Executive Council is empowered to extend the time for payment of dues or assessments in cases where a member is temporarily unable to fulfill this commitment.

SECTION 15. Assessments shall be levied on the membership when necessary to meet current expenses providing such assessments are approved by three-fourths (3/4) of the membership present and voting at an official meeting of the Society (see Article VII, Section 3 Quorum).

ARTICLE VII - Meetings


SECTION 1. The Society shall annually sponsor one (1) official scientific meeting to be held in Chicago in conjunction with the Chicago Dental Society Midwinter meeting. Variations in this policy may be made by the Executive Council.

SECTION 2. The annual business meeting shall be held during the scientific meeting held in Chicago in conjunction with the Chicago Dental Society Midwinter meeting. Variations in this policy may be made by the Executive Council provided the membership is notified at least six (6) months in advance.

SECTION 3. At any meeting of the Society, the presence of not less than twenty-five (25) voting members shall constitute a quorum for the transaction of business.

SECTION 4. Attendance at official annual meetings shall be limited to Active Members in good standing, Life Members, Active Life Members, Active Dental Technologist Members, Honorary Members, Student Members, Affiliate Members and guests.

SECTION 5. The time and place of the annual business meeting shall be included in the program of the annual scientific meeting.

ARTICLE VIII - Officers, Terms and Vacancies
 
SECTION 1. Officers of the Society shall be a President, President Elect, Vice-President, Vice President Elect, the two (2) most immediate Past Presidents, and the Executive Director.

SECTION 2. The Vice President shall automatically succeed to President Elect and serve for a term of one (1) year, and then shall automatically succeed to the Presidency and serve for a term of one (1) year.

SECTION 3. The Executive Director serves an initial term of three (3) years, and is eligible for re-election to a second three (3) year term.

SECTION 4. Replacement for a vacancy in any officer position shall be by appointment of the President. The appointee shall fill the remainder of the unexpired term and shall be eligible for appropriate re-election.

ARTICLE IX - Elections


SECTION 1. Elections shall be held at each annual business meeting at which time the Vice President Elect, and two (2) members of the Executive Council shall be elected. The Vice President Elect serves a term of one (1) year and automatically succeeds to Vice President. The two (2) members of the Executive Council serve three (3) year terms pursuant to Article XI, Section 1. The Executive Director shall be elected every fifth year at the annual business meeting.

SECTION 2. Nominations for all elective offices are made by the Nominating Committee. Nominations may also be made by any member eligible to vote provided such nominations are made in writing, endorsed by five (5) other members eligible to vote and sent to the Central Office at least thirty (30) days prior to the annual business meeting.

SECTION 3. Election of officers and council members may be made by acclamation or written ballot. A single slate is acceptable. Any contested office shall be voted on separately. The candidate receiving a plurality of votes in favor of election cast shall be declared elected. Voting by written ballot shall be mandatory if requested by any member present and eligible to vote.

SECTION 4. Election and installation procedures shall be accomplished during the annual business meeting.

SECTION 5. Only candidates endorsed by the Executive Council or placed in Nomination as Article IX, Section 2, may be voted upon. At the annual business meeting, the list of nominees shall be posted at least two (2) hours prior to the annual meeting with those eligible for elective office. A three-fourths (3/4) vote in favor by members present and voting is necessary for election.

SECTION 6. Election may be by mail or electronic ballot if all voting members are canvassed and there is a twenty (20) percent return of ballots within thirty (30) days of the original mailing or electronic distribution. A three-fourths (3/4) vote in favor is necessary for election.

ARTICLE X - Duties of Officers


SECTION 1. THE PRESIDENT
Shall be the chief executive officer and shall preside at all meetings of the Society and Executive Council, shall act as an advisory and non-voting member of all committees, shall see that all orders and resolutions of the Executive Council are effected, shall appoint committees where so mandated in these bylaws and such other committees as the Executive Council shall authorize and shall perform such other duties as usually pertain to the office, including the signing and execution of all instruments and documents requiring the seal of the Society except where such signing and execution shall be expressly delegated by the Executive Council to some other officer or agent of the Society.

SECTION 2. THE PRESIDENT-ELECT
Shall assist the President and in case of absence, disability, death, resignation or removal of the President, shall preside at all meetings of the Society and Executive Council and assume the powers of the President.

SECTION 3. THE VICE PRESIDENT
Shall become familiar with the duties of the Presidency and, in the absence of the President and President-Elect, shall preside at meetings of the Executive Council and the Society.

SECTION 4. THE VICE PRESIDENT ELECT
Shall promote and advance the mission and purpose of the APS. Shall serve as the liaison between the Executive Committee and the APS Committees. Shall be a voting member of the Executive Council.

SECTION 5. THE EXECUTIVE DIRECTOR
Shall attend all meetings of the Society and Executive Council. Shall be a voting member of the Executive Council, and shall act as Parliamentarian. Primary responsibilities will be to advise and oversee that governance policies of the Society are adhered to by both the Executive Council and the Central Office. Must have a thorough knowledge of the American Prosthodontic Society, its history and Bylaws.

ARTICLE XI - Executive Council


SECTION 1. The Executive Council shall act as the Board of Directors of the Society and shall consist of the President, the President-Elect, the Vice President, the Vice President Elect, the Executive Director, the two (2) most immediate Past Presidents and six (6) other Active Members who shall be elected by the Society for terms of three (3) years; two (2) Active Members shall be elected, and two (2) retire annually. The President shall be Chair, the Vice President shall be Vice Chair and the Executive Director shall be Secretary. In case of death, resignation, removal or disqualification of any elected member, the Chair shall appoint a successor to fill the vacancy until the next official meeting of the Society.

SECTION 2. The Executive Council shall have the power to administer and manage the affairs of the Society. It shall do all lawful acts and things that are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the members of the Society.

SECTION 3. The Executive Council shall hold not less than two (2) business meetings during the annual meeting of the Society. Special meetings may be called upon unanimous recommendation of the Officers and Executive Director.

SECTION 4. The presence of seven (7) members of the Executive Council shall constitute a quorum.

SECTION 5. Any member of the Society may attend the meetings of the Executive Council but shall not be permitted to take part in the proceedings unless invited to do so by the Chair.

SECTION 6. Between official meetings of the Society the Central Office may, upon recommendation of the President, poll the Executive Council by mail, electronic communication, or telephone.

ARTICLE XII - Standing Committees


SECTION 1. COMMITTEES
Auditing and Finance, Bylaws, Executive, Membership, Annual Meeting & Continuing Education, Professional Awards, International, and Communications shall be the Standing Committees of the Society.

SECTION 2. APPOINTMENT PROCEDURES
Except where otherwise noted, all committees are to consist of three (3) members appointed for three (3) years. One (1) member is to retire and one (1) is to be appointed annually. The chairperson shall be the most senior member unless otherwise designated. Members shall be appointed by the President with approval of the Executive Committee. Replacements for vacancies shall be made by the President after consultation with the Executive Director. Key individuals with ongoing assignments may, after retirement, be annually reappointed.

SECTION 3. COMMITTEE DESCRIPTION
A. Auditing and Finance Committee Shall review the finances of the organization. It shall consist of five (5) members, who may be reappointed for three (3) years. Members include a Past President (who shall chair the committee), the Executive Director, and three (3) active members. With the exception of the Executive Director, none of the members of the committee shall be current Executive Council members. One member shall retire and a new member shall be appointed annually.
B. Bylaws Committee Shall, when directed by the Executive Council, word proposed changes in the Bylaws and shall evaluate and propose changes to Council when appropriate. These changes shall be finalized in time for mailing to the membership at least thirty (30) days prior to the annual meeting.
C. Executive Committee Shall consist of the President, President-elect, Vice President, Vice President Elect, Executive Director and the two (2) immediate past presidents serving on Executive Council. This committee shall serve as the society’s administrative body between its annual meetings. The committee is empowered to meet once each year at a place determined by Executive Council. The presence of four (4) members of the Executive Committee shall constitute a quorum.
D. Membership Committee Shall consist of nine (9) members selected with consideration for broad geographical distribution. Each member shall serve a three (3) year term. Three (3) members are to retire, and three (3) are to be appointed annually. Two (2) members of this committee should be Active Dental Technologist members in good standing. Any communication to the Membership Committee, or to the Executive Council, regarding applicants, shall be considered confidential.
E. Annual Meeting & Continuing Education Committee Shall consist of the President who shall act as General Chair, Executive Director, a Central Office Representative, Program Chair, Digital Poster Chair, Graduate Prosthodontic Program Chair, and the Professional Relations Chair.
F. Professional Awards Committee: From this committee shall come recommendations for recipients of the Society’s awards programs, including the Golden Medallion award and the Kenneth D. Rudd award.
G. International Committee: Shall embrace and advance the global reach of the Society, and shall consist of a Chair and a representative from each allied international organization with which the Society has a Memorandum of Understanding in place. Additional international representatives may be appointed with approval by the Executive Committee.
H. Communications Committee: Shall advance and publicize the cause of the Society. Responsibilities of this committee include but are not limited to oversight of the Society’s website and newsletter communication efforts, as well as recommendations for press releases and other methods of promotion.

ARTICLE XIII - Appointed Committees


SECTION 1. COMMITTEES
The Nominating and the Professional Relations Committees shall be the appointed committees of the Society.

SECTION 2. COMPOSITION
A. The Nominating Committee shall consist of three (3) past presidents, including the Immediate Past President as Chair, the President, and the Executive Director.
C. The Professional Relations Committee Shall consist of six (6) members with the Chair in position for three (3) years, and may include a Silent Auction Subcommittee.

SECTION 3. APPOINTMENT PROCEDURES
All committees and subcommittees and their chairpersons, except the Nominating Committee, shall be appointed by the President during the annual meeting of his/her installation, after approval by the Executive Council. Consideration shall be given to continuity and seniority.

SECTION 4. DUTIES
A. The Nominating Committee shall nominate candidates for all elective offices of the Society and furnish the Central Office of the Society a list of the names of these Nominees at least 48 hours prior to the annual business meeting.
B. The Annual Meeting & Continuing Education Committee shall oversee all functions relating to any Scientific Meeting held by the Society. The committee shall meet in person if so directed by the Executive Council.
C. The Professional Relations Committee shall serve as the liaison for company’s financial support for sponsoring the annual meeting. They shall serve as a contact person to companies that exhibit at the meeting.

ARTICLE XIV - Central Office


SECTION 1. OFFICE
The Society shall maintain a Central Office in a geographical location as determined by the Executive Council and salaried by the determination of the Executive Council.

SECTION 2. SUPERVISION
The Executive Director of the Society shall supervise and direct the Central Office.

SECTION 3. DUTIES
The Central Office shall:
A. Receive and process all mail.
B. Prepare all correspondence for the signature of the President and/or Executive Director.
C. Attend all meetings and keep permanent records of the proceedings of the Executive Council.
D. Mail notices to members.
E. Prepare financial statements and attend to all financial matters as directed.
F. Maintain and monitor all financial records.
G. Write all checks per Executive Council approved policy, pay all bills, make financial deposits and keep accurate bank records.
H. Be represented at the annual meeting and be available to serve the members of the Society.
I. Review all membership applications and maintain membership database.

ARTICLE XV - Papers


SECTION 1. Authors of papers presented at the Society shall be strongly encouraged to submit them to the Journal of Prosthetic Dentistry, our official publication, where they will receive priority treatment. They shall be presented to the Associate Editor who will transmit them to the Editor of the journal.

ARTICLE XVI - Ethics


The Code of Ethics of the American Dental Association shall be the Code of Ethics of the Society.

ARTICLE XVII - Ethics Violations


Violation of the Code of Ethics of the American Dental Association shall be cause for forfeiture of Membership.

ARTICLE XVIII - Resignation


Members may resign by filing a request in writing with the Central Office.

ARTICLE XIX - Rules of Order


SECTION 1. Robert’s Rules of Order shall be the Parliamentary authority where not in conflict with the Bylaws of the Society.

SECTION 2. The rules may be suspended only by a three-fourths (3/4) affirmative vote of members present and voting.

ARTICLE XX - Seal


The Seal of the Society shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, District of Columbia.”

ARTICLE XXI - Amendments


SECTION 1. These Bylaws may be amended at any official business meeting of the Society provided notice of the proposed amendment or amendments are submitted in writing and approved by the Executive Council, shall be mailed by the Central Office to every voting member at least thirty (30) days in advance of the meeting of which the amendment or amen