Bylaws of the American Association of Orthodontists

These Bylaws are the basic governance document of the American Association of Orthodontists.

Bylaws state the purpose of the Association, qualifications for membership and establish the framework for governance.

Bylaws define the rights, responsibilities and duties of the Association’s members, leaders and governing bodies.

Bylaws grant the authority and powers necessary for leaders and governing bodies to conduct the business of the Association.

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BylawsAs Amended Through May 2015

Table of ContentsARTICLE I — NAME........................................................................................................3ARTICLE II — PURPOSES.............................................................................................3ARTICLE III — MEMBERSHIP........................................................................................3ARTICLE IV — CONSTITUENT ORGANIZATIONS......................................................13ARTICLE V — HOUSE OF DELEGATES......................................................................16ARTICLE VI — BOARD OF TRUSTEES.......................................................................22ARTICLE VII — OFFICERS...........................................................................................26ARTICLE VIII — COUNCILS.........................................................................................28ARTICLE IX — COMMITTEES......................................................................................30ARTICLE X — RESIGNATION AND REMOVAL...........................................................31ARTICLE XI — SCIENTIFIC SESSIONS.......................................................................32ARTICLE XII — FINANCES...........................................................................................32ARTICLE XIII — INDEMNIFICATION............................................................................33ARTICLE XIV — PARLIAMENTARY AUTHORITY........................................................33ARTICLE XV — AMENDMENTS...................................................................................34ARTICLE XVI — PRINCIPLES OF ETHICS..................................................................34ARTICLE XVII — DISCIPLINARY AND MEMBERSHIP PROCEEDINGS.....................34ARTICLE XVIII — SEAL................................................................................................40ARTICLE XIX — AMERICAN BOARD OF ORTHODONTICS.......................................40ARTICLE XX — AMERICAN ASSOCIATION OF ORTHODONTISTS FOUNDATION..41

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BYLAWSOF THE

AMERICAN ASSOCIATION OF ORTHODONTISTS

ARTICLE I — NAME

The name of this organization shall be the American Association of Orthodontists, hereinafter referred to as “the Association” or “this Association.”

ARTICLE II — PURPOSES

The purposes of this Association shall be:

A. To advance the art and science of orthodontics;

B. To encourage and sponsor research;

C To strive for and maintain the highest standards of excellence in orthodontic education and practice; and

D. To make significant contributions to the health of the public.

ARTICLE III — MEMBERSHIP

A. CLASSIFICATION: The members of this Association shall be classified as follows:

 1. Active 2. Affiliate 3. Academic (non-United States/Canada graduates)  4. Student 5. Service 6. Retired 7. International 8. International Student 9. Honorary

B. ELIGIBILITY:

1. Active Members: To be an active member of this Association, a dentist shall meet the following requisites:

a. Education: Successful completion of the full curriculum of an accredited orthodontic program or successful completion of the

“Accredited orthodontic program,” as used in these Bylaws, shall mean those advanced specialty education programs in orthodontics that are accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada.

“Exclusive practice of orthodontics,” as used in these Bylaws, shall mean the type of dental practice which is limited and restricted specifically and solely to the practice of orthodontics or to the teaching of

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educational requirements established by this Association and in effect at the time of completion of education at least one (1) year prior to the date of application for active membership.

In all cases, the education of the applicant must satisfy this Association.

b. Pledge: Sign a pledge to adhere to the Principles of Ethics and Code of Professional Conduct (Principles) of this Association.

c. American Dental Association Membership: Be a member in good standing of the ADA on the date of application for membership if practice or residence is in the United States or one of its possessions, unless the dentist is an AAO member within another membership category, and except those active academic applicants involved only in teaching or research, who are unable to obtain ADA membership because they are not engaged in the practice of dentistry in the United States and do not possess a license to practice dentistry in their respective states, are exempt from this requirement. (An active member who was a member of this Association on May 4, 1983, but not a member of the ADA on that date, is exempt from this ADA membership requirement.)

d. Type of Practice: Be in the exclusive practice of orthodontics**. Multi-trained specialists*** and those members who meet the requisites of retired status, but do not request such reclassification, are exempt from this requirement.

e. Academic Membership Status: Active members who are employed full-time in an orthodontic program or dental school, in both cases accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada shall be designated active academic members and shall have the same privileges as active members. “Full time” means at least four days per week of teaching and/or research. The duration of such employment must be verified annually by the chair of the orthodontic department (or, in the case of the chair, by the dean) where the applicant is employed. In order to be active academic members they must be designated as either senior faculty (associate professor rank or higher), or

orthodontics in educational programs accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada.This specification is applicable to multiple practice locations.

“Multi-trained specialist,” as used in these Bylaws, shall mean educationally qualified in more than one recognized dental specialty and limits dental practice to those specialty areas.

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junior faculty (assistant professor or lower) by the employing institution.

f. Life Membership Status: Active members who have attained the age of sixty-five (65) years, and who have been members in good standing of this Association for at least thirty (30) cumulative years (excluding student membership), shall be designated life-active members and shall have the same privileges as active members, except as otherwise provided in these Bylaws.

2. Affiliate Members: To be an affiliate member of this Association, a dentist shall meet the following requisites:

a. Education: Successful completion of the full curriculum of an accredited orthodontic program* or successful satisfaction of the educational requirements established by this Association and in effect at the time of completion of education.In all cases, the education of the applicant must satisfy this Association.

b. Pledge: Sign a pledge to adhere to Principles of this Association.

c. American Dental Association Membership: Be a member in good standing of the ADA on the date of application for membership if practice or residence is in the United States or one of its possessions, unless the dentist is an AAO member within another membership category. (An affiliate member who was a member of this Association on May 4, 1983, but not a member of the ADA on that date, is exempt from this ADA membership requirement.)

d. Type of Practice: Not be in the exclusive practice of orthodontics** except that an affiliate member who meets the requisites of retired or other membership status, but does not request reclassification to such other status, may retain affiliate membership by complying with all other requirements of affiliate membership.

e. Life Membership Status: Affiliate members who have attained the age of sixty-five (65) years, and who have been members in good standing of this Association for at least thirty (30) cumulative years (excluding student membership), shall be designated life-affiliate members and shall have the same privileges as affiliate members, except as otherwise provided in these Bylaws.

3. Academic Members (non-United States/Canada graduates): To be an academic member (non-United States/Canada graduates) of this Association, a dentist shall meet the following requisites:

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a. Education: Successful completion of the full curriculum of a specialty (graduate) orthodontic program outside the United States and Canada.

b. Pledge: Sign a pledge to adhere to the Principles of this Association.

c. Employment Requirement: Be employed full-time (at least four days per week teaching or research) in an orthodontic program or dental school, in both cases accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada. Employment must be certified annually by the dean of the dental school where the applicant is employed.

d. Term of Status: Academic membership (non-United States/Canada graduates) status shall automatically terminate upon the earlier of the following:

(1) Election to active, affiliate or other applicable membership category in this Association; or

(2) Termination of full-time employment in an orthodontic program accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada.

4. Student Members: To be a student member of this Association, a dentist shall meet the following requisites:

a. Education/Fellowships:

(1) Be accepted and/or enrolled as a full-time student in an accredited orthodontic program*, or

(2) Have completed the full curriculum of an accredited orthodontic program*, and be accepted and/or enrolled as a full-time student in an advanced educational program at an accredited educational institution, or be engaged full-time in formal fellowship training (i.e., cleft/craniofacial/special needs programs and/or research programs).

(3) Have completed a graduate orthodontic program at a certified institution recognized by a national affiliate organization of the World Federation of Orthodontists and be accepted and/or enrolled as a full-time student in an advanced educational program at an accredited educational institution, or be engaged full-time in formal fellowship training (i.e., cleft/craniofacial/special needs programs and/or research programs).

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b. Pledge: Sign a pledge to adhere to the Principles of this Association.

c. American Dental Association Membership: Be a member in good standing of the ADA on the date of application for membership if permanent residence is in the United States or one of its possessions, unless the dentist is an AAO member within another membership category.

d. Term of Status: Student membership status shall automatically terminate upon the earlier of the following:

(1) Election to active, affiliate, or other applicable membership category in this Association; or

(2) On May 31 of the year immediately following successful completion of an accredited orthodontic program; or

(3) Upon termination of status as a student in an accredited orthodontic program without satisfactory completion.

5. Service Members: To be a service member of this Association, a dentist shall meet the following requisites:

a. Education: Successful completion of the full curriculum of an accredited orthodontic program* or successful satisfaction of the educational requirements established by this Association and in effect at the time of completion of education.

b. Pledge: Sign a pledge to adhere to the Principles of this Association.

c. American Dental Association Membership: Be a member in good standing of the ADA on the date of application for membership, if practice or residence is in the United States or one of its possessions, unless the dentist is an AAO member within another membership category. (A service member who was a member of this Association on May 4, 1983, but not a member of the ADA on that date, is exempt from this ADA membership requirement.)

d. Service: Be a military or civilian employee of the United States or Canadian government.

6. Retired Members: To be a retired member of this Association, a member shall meet the following requisites:

a. Status: Have retired from the active practice of orthodontics.

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b. Eligibility: Have been an active, affiliate, service or international member of this Association for ten (10) cumulative years prior to retirement, and shall have requested reclassification by this Association.

c. Reclassification: The Secretary-Treasurer of this Association shall reclassify such members upon verification of their eligibility and shall notify such members’ constituent organizations of all such actions. Such reclassification shall be effective on August 1 of the calendar year in which the request is made.

d. Life Membership Status: Those members who have been designated life-active members or life-affiliate members shall be designated life-retired members upon retirement.

7. International Members: To be an international member of this Association, a dentist shall meet the following requisites:

a. Education: Successful completion of the full curriculum of an accredited orthodontic program*, or be a fellow (member) in good standing of the World Federation of Orthodontists at the time of initial application.

b. Pledge: Sign a pledge to adhere to the Principles of this Association.

c. Membership: Be a member in good standing of a dental and orthodontic organization if such exists in his/her own country at the time of initial application.

d. Type of Practice: Be engaged in the practice of orthodontics or employed as a university instructor in orthodontics outside the territorial jurisdictions of the United States or Canada. In the event that a member who has previously qualified for international status but later becomes employed as a full-time (i.e., at least four days per week of teaching and/or research) instructor at an orthodontic program within the territorial jurisdiction of a constituent organization that is accredited by the Commission on Dental Accreditation of the American Dental Association or the Commission on Dental Accreditation of Canada, such member may maintain his/her international membership status for a maximum of five years, at which time the international member must apply for active or affiliate member status. At the end of said five-year period, international membership status shall automatically terminate.

8. International Student Members: To be an international student member of this Association, a dentist shall meet the following requisites:

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a. Education: Be accepted and/or enrolled as a full-time student in an orthodontic program outside of the U.S. and Canada.

b. Membership: Be a student member in good standing of the World Federation of Orthodontists at the time of initial application.

c. Pledge: Sign a pledge to adhere to the Principles of this Association.

9. Honorary members: To be an honorary member of this Association, an individual shall have made outstanding contributions to the advancement of the art and science of orthodontics and shall be nominated by the Board of Trustees or the House of Delegates and be elected by the House of Delegates. This classification of membership shall only be available to those individuals who are not eligible for another classification of membership.

C. MEMBER PRIVILEGES:

1. Except as set forth elsewhere in these Bylaws and policy statements of this Association, all members shall be entitled to all services and privileges as may be provided by this Association to the applicable classifications of membership.

2. All dues-paying members will receive the American Journal of Orthodontics and Dentofacial Orthopedics, the official journal of the Association, which shall include those life-active and life-affiliate members who have been members for 50 or more cumulative years who so request.

3. Only active (including life active and active academic status) members in good standing shall be eligible to seek or hold office or other elective or appointive positions in this Association, or to vote or otherwise participate in the selection of Association officials or the establishment of Association policies, except that

a. Student members may serve on the Council on New and Younger Members as set forth in Article VIII. C. 1.; and

b. Academic members (non-United States/Canada graduates) may serve in elective or appointive positions that are academically related as determined in the discretion of the appointing entity or person.

D. APPLICATION FOR MEMBERSHIP AND REAPPLICATION:

1. Application:

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Application for all classes of membership shall be made on the form prescribed by this Association. Applications for all categories of membership shall be requested from and submitted to the Secretary-Treasurer of this Association and accompanied by the required application fee. This Association may charge an application fee in an amount to be determined by the Board of Trustees.

Once accepted, applicants for active, affiliate, academic (non-United States/Canada graduates), service, or retired membership shall be deemed to be members of the constituent organization in whose region the applicant primarily resides, or maintains/last maintained a principal practice location, at the election of the applicant, with such services, rights and privileges of such members as are set forth herein and in the bylaws of such constituent organization. Notwithstanding the provisions of Article III. D. 6., service members who do not reside within the boundaries of a constituent organization may choose to belong to the constituent organization where the member plans to practice or reside upon the completion of military service.

Under extenuating circumstances, an applicant for active or affiliate membership may be deemed to be a member of a constituent organization other than that in which the applicant practices or primarily resides upon approval by the Board of Trustees of this Association in consultation with the affected constituent organizations. Approval of such membership may be denied for any of the reasons set forth in these Bylaws or solely on the grounds that the applicant does not practice or primarily reside within the territorial jurisdiction of a constituent organization.

2. Nondiscrimination:

Nothing contained in the Bylaws or policies of this Association shall operate against eligibility for membership in the Association on the grounds of color, religion, race, gender, age, national origin, political affiliation, sexual orientation, or physical disability.

3. Reapplication:

Any applicant for membership whose application is denied may reapply one year following the date on which said rejection becomes final. Should this second application be denied, said applicant may file a final reapplication two years after the date on which the rejection of the second application becomes final. Each such reapplication shall be considered as an initial application.

4. Denial and Review of Membership:

Nothing herein contained shall prevent this Association through the Council on Membership, Ethics and Judicial Concerns (COMEJC)

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from denying or terminating membership in any classification, on its own volition and at its discretion, to any person who fails to satisfy the reqirements for membership, or who would not, through his/her membership, contribute to the general welfare of the public, good of the profession, or to the reputation of this Association. Notwithstanding the foregoing, any applicant whose application for membership is denied by this Association may appeal that decision to such Council. The Council shall utilize the procedures set forth in Article XVII in considering all such appeals and/or terminating the membership of any member of this Association. The decision by the Council shall be final with no right of appeal.

5. Determination of Qualifications:

Nothing herein contained shall prevent (a) this Association, in its sole discretion and on its own volition or in conjunction with any constituent organization, from conducting an investigation of any matter prior to or after membership in any category has been granted, which it considers necessary for determining the qualifications of any applicant for membership in any classification, or (b) any constituent organization from requiring active or affiliate members to attend a membership orientation program after membership has been granted by this Association, and the failure to complete such program may result in termination of membership by this Association.

6. Relocation from one Jurisdiction to Another:

To retain membership in this Association, a member who moves his/her principal practice location or primary residence into the geographical region of another constituent organization must make timely reapplication to this Association in order to maintain continuity of membership; provided, that, retired members who move to the geographical territory of a different constituent organization may elect to make such reapplication or maintain their membership in their previous constituent organization. This Association may, in its sole discretion, waive any or all application requirements for persons transferring from another constituent organization.

Membership may be retained in the original constituent organization during the period required for transfer of membership. Should such transfer of membership be refused, the member has the right of appeal to the COMEJC of this Association for adjudication of the matter, and the decision of this Council shall be final. Pending the decision of such an appeal, membership may be retained in the original constituent organization.

7. Reclassification:

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The Association reserves the right to reclassify members as a result of any change in the status or type of the practice of such a member.

8. Transfer:

No services, rights, or privileges granted herein may be transferred by any member of this association.

ARTICLE IV — CONSTITUENT ORGANIZATIONS

A. NAMES AND TERRITORIES: The names and territorial jurisdiction of the constituent organizations shall be:

1. Great Lakes Association of Orthodontists: Comprised of members practicing in Michigan, Ohio, Indiana, that part of Pennsylvania west of the Alleghenies, and the Canadian province of Ontario.

2. Middle Atlantic Society of Orthodontists: Comprised of members practicing in New Jersey, Delaware, Maryland, that part of Pennsylvania east of the Alleghenies, the District of Columbia, the Commonwealth of Puerto Rico, and the American Virgin Islands.

3. Midwestern Society of Orthodontists: Comprised of members practicing in Illinois, Wisconsin, Minnesota, North Dakota, South Dakota, Nebraska, Iowa, Missouri, and the Canadian province of Manitoba.

4. Northeastern Society of Orthodontists: Comprised of members practicing in Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, and the Canadian provinces of Quebec, New Brunswick, Prince Edward Island, Nova Scotia, and Newfoundland.

5. Pacific Coast Society of Orthodontists: Comprised of members practicing in California, Oregon, Washington, Arizona, Nevada, Alaska, Hawaii, that part of Idaho which includes Twin Falls and Ketchum and all areas west within the state, the Canadian provinces of British Columbia, Alberta and Saskatchewan, the territorial possessions of the United States in the Pacific area, and the Yukon and Northwest Territories of Canada in the geographic area associated with the Alberta Society.

6. Rocky Mountain Society of Orthodontists: Comprised of members practicing in Wyoming, Utah, Colorado, New Mexico, Montana, and that part of Idaho including all areas east of Twin Falls and Ketchum

7. Southern Association of Orthodontists: Comprised of members practicing in Virginia, West Virginia, North Carolina, South Carolina,

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Georgia, Florida, Alabama, Tennessee, Kentucky, Mississippi, and that part of Louisiana east of the Mississippi River.

8. Southwestern Society of Orthodontists: Comprised of members practicing in Kansas, Oklahoma, Texas, Arkansas, and that part of Louisiana west of the Mississippi River.

B. POWERS AND DUTIES: A constituent organization shall have the following powers and duties:

1. Governance: Provide for its governance through the establishment of bylaws, rules and regulations, provided such bylaws, rules and regulations do not conflict with or limit these Bylaws of this Association. To the extent that they do conflict with or limit these Bylaws of this Association,they are void.

Whenever the bylaws of a constituent organization conflict with or limit the Bylaws of this Association, the constituent organization may be placed on probation by the House of Delegates by a two-thirds (2/3) vote of the legal votes cast. The constituent organization shall be allowed a period of at least one (1) year in which to bring its bylaws into conformity with these Bylaws. In the event a constituent organization on probation fails to so comply, the representation of that constituent organization in this Association may be suspended by the House of Delegates by a two-thirds (2/3) vote of the legal votes cast. The constituent organization being voted upon shall be prohibited from voting on these issues.

2. Component Organizations: Have the power to organize a component organization for each of the states of the United States, the District of Columbia, the Commonwealth of Puerto Rico and the American Virgin Islands, in a manner consistent with the territorial divisions set forth in this Article, whose members shall be members of the respective constituent organization and of this Association. These component organizations, so organized, shall be the officially-recognized components, and may have those powers, duties and responsibilities as may be given and imposed upon them by the constituent organization creating them. In no event shall the organization of the component organization or its bylaws or constitution or the powers and duties given to them be in conflict with or limit the Bylaws of this Association. To the extent they do conflict with or limit these Bylaws of this Association, they are void.

3. Canadian Component Organizations: Have the power to recognize Canadian component organizations, in a manner consistent with the territorial divisions set forth in this Article, whose members shall not be required to be members of the respective constituent organization or this Association. These component organizations so recognized may have those powers, duties and responsibilities as may be given and imposed upon them by the constituent organization. Members of Canadian component organizations so

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recognized, who are also members of this Association and the appropriate constituent organization, shall enjoy all the rights and privileges of membership in this Association, including the right to hold office, vote and serve in any elected or appointed position.

4. Constituent Dues and Assessments: Provide for its financial support by establishing constituent organization dues and assessments. Such dues and assessments shall be in addition to any dues and assessments of this Association.

5. Trustee: Elect one active member to serve as Trustee on the Board of Trustees of this Association.

6. Delegates: Elect delegates annually from among its active members. The number of delegates to be so elected shall be determined in accordance with these Bylaws. Each constituent organization may elect from among its active members the same number of alternate delegates as delegates.

7. Sessions: Hold a business session at least once each calendar year.

8. Membership Committee: Have a membership committee or other responsible committee of not fewer than three members which shall process applications for membership.

C. MEMBERSHIP:

1. The voting membership of each constituent organization and the eligibility to serve as an officer or member of any council or committee of each constituent organization shall be limited to the active members in good standing of that constituent organization.

2. Persons who held membership in a constituent organization other than that in which they practiced on April 27, 1967, may remain members of the constituent organization in which they held membership on such date.

D. CLASSES OF MEMBERSHIP:

The constituent organizations shall have the following classes of membership: active, affiliate, associate, academic (non-United States/Canada graduates), service and retired. Constituent organizations may also have the classifications of honorary and non-resident members, without the right to vote, provided that non-resident members are active or affiliate members of another constituent organization. Only active members shall have the privilege of voting or holding office.

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E. PRINCIPLES

The Principles of this Association shall constitute the principles of ethics of each constituent and component organization.

F. LEGAL CHARTER:

Each constituent organization shall be registered as a not-for-profit corporation with the secretary of the state, commonwealth, district or province of incorporation.

ARTICLE V — HOUSE OF DELEGATES

A. COMPOSITION:

The House of Delegates shall be limited to sixty-four (64) voting members, comprised of the officially certified delegates of each constituent organization. The officers and Trustees of this Association shall be ex officio members of the House of Delegates without the right to vote. Past presidents of this Association shall be ex officio members of the House of Delegates without the right to vote unless elected to serve as a delegate by their constituent organization.

Each constituent organization shall be entitled to two (2) delegates without regard to the size of its active membership. The remaining number of delegates shall be allocated to the constituent organizations proportionately to their number of active members as of the last day of the previous fiscal year of this Association, currently May 31, using the “Method of Least Proportionate Error”. In instances where this method would require choosing between two or more constituent organizations equally entitled to a fractional allocation, such allocation shall be made to the smaller of these constituent organizations.

As a condition precedent to selection as a delegate or alternate delegate, the member shall complete the Association’s conflict of interest disclosure form.

B. CERTIFICATION OF DELEGATES AND ALTERNATE DELEGATES:

The names of the delegates and alternate delegates from each constituent organization shall be filed with the Secretary-Treasurer of this Association at least sixty (60) days prior to the first day of the annual session of the House of Delegates. The Secretary-Treasurer shall provide each delegate and alternate delegate with credentials which shall be presented to the Committee on Credentials of the House of Delegates. Any contested certification of a delegate or alternate delegate shall be referred to the Committee on Credentials for action, as provided in this Article.

C. POWERS AND DUTIES:

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1. Powers: The House of Delegates shall be the ultimate policy-making body of this Association. It shall possess all the legislative powers necessary for the proper administration of the affairs of this Association, including the power to place constituent organizations on probation, as described elsewhere in these Bylaws.

2. Duties: It shall be the duty of the House of Delegates to:

a. Elect the officers of this Association, the members of Councils, and the directors of the American Board of Orthodontics;

b. Set dues for the ensuing year and develop policies governing dues payments, exemptions, waivers and penalties for nonpayment;

c. Levy assessments and develop policies governing payment of assessments, exemptions, waivers and penalties for nonpayment, as well as develop policies for adopting or amending assessments, notice, vote requirements and all rules as may be necessary for the administration of an assessment;

d. Adopt an annual budget for this Association;

e. Receive and act upon all appropriate reports submitted to it; and

f. Perform such other duties as may be provided in these Bylaws or in the Manual of the House of Delegates.

3. Transfer of Powers and Duties: Except for the power to amend, enact and repeal the Articles of Incorporation and the Bylaws, and the duty of electing the officers, all powers and duties of the House of Delegates may be transferred to the Board of Trustees of this Association in time of extraordinary emergency.

D. OFFICERS:

The officers of the House of Delegates shall be the Speaker and the Secretary.

1. Speaker of the House of Delegates: The Speaker shall be elected annually by the House of Delegates, with consecutive tenure limited to three (3) one-year terms. In the temporary absence of the Speaker, the President shall appoint a Speaker pro tem. The Speaker may retain an external parliamentarian to assist with parliamentary issues.

Duties: The Speaker of the House of Delegates shall preside at all meetings of the House of Delegates, and shall perform such other

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duties as may be provided in these Bylaws or in the Manual of the House of Delegates, and as usually appertain to the office of Speaker.

2. Secretary of the House of Delegates: The Secretary-Treasurer of this Association shall serve as Secretary of the House of Delegates. In the temporary absence of the Secretary, the Speaker shall appoint a Secretary pro tem.

Duties: The Secretary shall serve as the recording officer of the House of Delegates and custodian of its records, and shall perform such other duties as may be provided in these Bylaws or in the Manual of the House of Delegates, and as usually appertain to the office of Secretary.

E. COMMITTEES:

The committees of the House of Delegates shall be the Committee on Credentials, Committee on Rules and Order, Committee on Bylaws, Reference Committees and Special Committees.

1. Committee on Credentials: This Committee shall consist of three (3) officially certified delegates or alternate delegates appointed annually by the President at least forty-five (45) days prior to each annual session.

Duties: The Committee on Credentials shall:

a. Conduct a hearing, as prescribed in the Manual of the House of Delegates, on any contested credentials of a delegate or alternate delegate, and report its findings and recommendations to the House of Delegates for final action; and

b. Perform such other duties as may be provided in these Bylaws or in the Manual of the House of Delegates.

2. Committee on Rules and Order: This Committee shall consist of three (3) officially certified delegates or alternate delegates appointed annually by the President at least forty-five (45) days prior to each annual session.

Duties: The Committee on Rules and Order shall:

a. Prepare a report, in consultation with the Speaker and Secretary of the House of Delegates, on matters relating to the order of business and to special rules of order for the House of Delegates; and

b. Perform such other duties as may be provided in these Bylaws or in the Manual of the House of Delegates.

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3. Committee on Bylaws: This Committee shall be composed of four delegates or alternate delegates from the upcoming House of Delegates and the Speaker of the House. The Speaker of the House shall vote only in case of a tie. The four delegates or alternate delegates shall be appointed annually by the currently serving Speaker for a one-year term and must be from constituent organizations that are different than those that were represented the previous year.

The purpose of the Committee shall be to serve in an advisory capacity to the House of Delegates. It will review, in consultation with the General Counsel and the Parliamentarian, all proposed Bylaw amendments for structure, consistency, conflicts, and implications, and may propose alternative language without alteration of original intent.

Duties: The Committee on Bylaws shall:

a. Review, in consultation with the General Counsel and the parliamentarian, all proposed bylaws amendments for structure, consistency, conflicts and implications, and may propose alternative language without alteration of original intent;

b. Review the Bylaws on a regular basis for updating to current philosophies and change in activities; and

c. Perform such other duties as may be provided in these Bylaws or in the Manual of the House of Delegates.

4. Reference Committees: The required number of Reference Committees shall be established by the Speaker of the House of Delegates. Each Committee shall consist of five (5) officially certified delegates or alternate delegates who shall be appointed annually by the President at least forty-five (45) days prior to each annual session.

Each Reference Committee shall consider reports referred to it, conduct open hearings, and report its recommendations to the House of Delegates.

5. Special Committees: The Speaker of the House of Delegates, with the consent of the House of Delegates, may appoint committees to perform duties not otherwise assigned by these Bylaws or the Manual of the House of Delegates.

F. MEETINGS:

1. Annual Session: The House of Delegates shall meet at least once annually.

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The Secretary-Treasurer of this Association shall cause to be published in the official publication of the Association an official notice with the time and place of each annual session, and shall send to each delegate and alternate delegate an official notice of the time and place of the annual session at least thirty (30) days prior to the opening of such session.

2. a. Special Session: A special session of the House of Delegates shall be called by the President on a three-fourths (3/4) vote of the members of the Board of Trustees, or on the written request of more than one-third (1/3) of the number of officially certified delegates to the most recent House of Delegates who also represent at least one-half (1/2) of the constituent organizations. The time and place of the special session shall be determined by the President, provided the date selected shall be not more than forty-five (45) days nor less than twenty (20) days after the date the request was received. The business of the special session shall be limited to that stated in the official call, except by unanimous consent.

The Secretary-Treasurer of this Association shall send to each delegate and alternate delegate to the most recent House of Delegates an official notice of the time and place of each special session, along with a statement of the business to be considered, at least fifteen (15) days prior to the opening of such session.

b. Special Session via electronic Media: A special session of the House of Delegates may be held by electronic means, in compliance with Missouri law. Notwithstanding 2. a (above), such meeting shall be held not more than twenty-one (21) days nor less than ten (10) days after the request was received.

3. Quorum: A majority of the voting members of the House of Delegates representing at least one-half (1/2) of the constituent organizations shall constitute a quorum for the transaction of business at any meeting.

4. Order of Business: The order of business shall be that order of business adopted by the House of Delegates in conformity with the Manual of the House of Delegates.

5. Election Procedures: The Secretary shall provide facilities for voting. If there is only one candidate for a position, the Speaker of the House may declare that candidate to be elected. If there is more than one candidate for a position, voting shall be by ballot with the majority of the legal votes cast being required to elect. In the event no candidate receives a majority of the legal votes cast,

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the candidate receiving the fewest votes shall be removed from the ballot, and balloting shall be resumed on the remaining candidates. This procedure shall be followed until one candidate receives a majority of the legal votes cast.

G. RULES OF ORDER:

1. Standing Rules and Reports: The standing rules and reports are as provided in the Manual of the House of Delegates.

2. New Business at the Last Meeting: A three-fourths (3/4) vote of the legal votes cast shall be required for the introduction of new business into the House of Delegates at the last meeting of the session. A three-fourths (3/4) vote of the legal votes cast shall be required for approval of such new business.

ARTICLE VI — BOARD OF TRUSTEES

A. COMPOSITION:

The Board of Trustees shall consist of one (1) Trustee from each of the eight (8) constituent organizations, the President-Elect, the President, the Speaker of the House, and the Editor-in-Chief. The Editor-in-Chief is an ex-officio member without the right to vote. The eight Trustees and the President-Elect shall constitute the voting membership of the Board, except that the President may vote in the event of a tie.

B. QUALIFICATIONS:

A Trustee shall be an active member of this Association and a voting member of the constituent organization he/she is elected to represent. Should the status of any Trustee change in regard to the preceding qualifications during his/her term of office, that office shall be declared vacant, and such vacancy shall be filled as hereinafter provided.

As a condition precedent to nomination to the Board, the nominee shall complete the Association’s conflict of interest disclosure form.

C. NOMINATION AND ELECTION:

A Trustee shall be nominated and elected by the constituent organization in accordance with the procedures of such constituent organization. The Secretary of such constituent organization shall promptly report the election of such Trustee to the Secretary-Treasurer of this Association.

D. TERM OF OFFICE:

The term of office of a Trustee shall be two (2) years. The consecutive tenure of a Trustee shall be limited to eight (8) years.

E. VACANCY AND ABSENCE:20

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In the event of a vacancy in the office of Trustee, such vacancy shall be filled by the respective constituent organization in accordance with the provisions of these Bylaws.

In the event a Trustee is to be absent for an entire session of the Board of Trustees, the respective constituent organization, in a manner prescribed by such constituent organization and in accordance with the provisions of these Bylaws, shall appoint a substitute Trustee to serve during such session.

F. OFFICERS:

The officers of the Board of Trustees shall be:

1. The President of the Association who shall be the Chair.

Duties: The Chair shall preside at all meetings of the Board of Trustees.

2. The Secretary-Treasurer of the Association who shall be the Secretary.

Duties: The Secretary shall serve as the recording officer of the Board of Trustees and Custodian of its records, and shall cause a factual record of the proceedings to be kept as the official transactions of the Board.

In the absence of the President, the office of Chair shall be filled by the President-Elect and, in his/her absence, a voting member of the Board shall be elected Chair pro tem.

In the absence of the Secretary, the Chair shall appoint a Secretary pro tem.

G. POWERS AND DUTIES:

1. POWERS: The Board of Trustees shall be the managing body of the Association, vested with full power to conduct all business of the Association, subject to the laws of the state of Missouri, the Articles of Incorporation, the Bylaws, and the mandates of the House of Delegates. The Board of Trustees shall have the power to:

a. Establish rules and regulations not inconsistent with these Bylaws to govern its organization and procedure.

b. Direct the President to call a special session of the House of Delegates as provided in these Bylaws.

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c. Exercise full discretion in effecting publication in, or omission from, any official publication of the Association, in whole or part.

d. Establish ad interim policies when the House of Delegates is not in session and when such policies are essential to the management of the Association; provided, however, that all such policies must be presented for review at the next session of the House of Delegates.

e. Establish an Executive Committee composed of five members: The President, the President-Elect, the Secretary-Treasurer and the two most senior Trustees. This Committee shall have the power to act for the full Board of Trustees in the interim between sessions of the Board, and it shall report such actions to the Board at its next meeting.

f. Employ an Executive Director.

g. Appoint consultants whenever necessary.

h. Nominate honorary members.

2. DUTIES: It shall be the duty of the Board of Trustees to:

a. Provide for the maintenance and supervision of the executive office and all of the property owned or operated by the Association.

b. Appoint an Editor-in-Chief of the Association.

c. Determine the time and place for convening each annual session of the Association and to provide for the management and general arrangements for each annual session.

d. Cause to be bonded by a surety company all officers and employees of the Association entrusted with Association funds.

e. Cause all accounts of this Association to be audited by an independent certified public accountant at least once a year.

f. Prepare and submit to the House of Delegates a balanced budget for carrying on the activities of this Association for each ensuing fiscal year.

g. Submit nominations for council membership to the House of Delegates at the first session of the annual meeting.

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h. Transmit to the House of Delegates a nominee for Director of the American Board of Orthodontics.

i. Appoint annually the chair of each council from nominations submitted by the respective councils, and designate one member of the Board to serve as an ex officio member, without the right to vote, on each council of this Association.

j Review the reports of the councils and committees of the Association and make recommendations concerning such reports to the House of Delegates.

k. Determine the honoraria appropriate for members of the Board of Trustees provided that any recommended change in honoraria be presented in writing at the first session of the House of Delegates.

l. Submit an annual report of its activities to the House of Delegates.

m. Serve as a nominating committee for the elective officers of this Association.

n. Elect all classifications of members except Honorary.

o. Perform such other duties as may be prescribed by these Bylaws.

H. MEETINGS:

1. Regular Meetings: The Board of Trustees shall hold a minimum of three regular meetings each year.

2. Special Meetings:

a. The Chair may call a special meeting of the Board at any time. The Chair shall call a special meeting at the request of five (5) voting members of the Board. All special meetings shall require a minimum of five (5) days’ notice to each member of the Board unless waived by unanimous consent. The business of special meetings shall be limited to that stated in the official call unless waived by unanimous consent.

b. Special Meetings via Electronic Media: The members of the Board of Trustees may participate in and act at a meeting of the Board of Trustees called by the Chair on matters of the Association requiring immediate attention through the use of conferences via telephone and/or other communications equipment. These meetings shall be recorded and made a part of the action of the Board of Trustees.

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3. Quorum: A majority of the voting members of the Board of Trustees shall constitute a quorum.

I. ACTION WITHOUT A MEETING:

Through the use of unanimous written consent, the Board of Trustees or any committee of the Board of Trustees may take any action as permitted by law without convening a meeting. The consent to the action taken must be in writing, must set forth the action so taken, and must be executed by each voting member of the Board of Trustees or the committee taking the action.

ARTICLE VII — OFFICERS

A. TITLE:

The officers of this Association shall be the President, the President-Elect, the Secretary-Treasurer and the Speaker of the House.

B. QUALIFICATIONS:

1. Only an active member in good standing of this Association shall be eligible to serve as an officer.

2. The office of Secretary-Treasurer shall be held by a Trustee representing a constituent organization.

3. As a condition precedent to nomination as an officer, the nominee shall complete the Association’s conflict of interest disclosure form.

C. NOMINATION AND ELECTION:

1. Nominating Committee: There shall be a Nominating Committee composed of the voting members of the Board of Trustees. This Committee shall present nominations for the offices of Secretary-Treasurer and Speaker of the House. These nominations shall be presented to the membership in a pre-annual session Association publication and shall be presented at the first meeting of the House of Delegates during the ensuing annual session. Other nominations for these offices may be made from the floor of the House of Delegates.

2. The Secretary-Treasurer and the Speaker of the House shall be elected by the House of Delegates. They shall be nominated at the annual session which precedes the session at which they are elected and shall assume office at the close of the annual session at which they are elected.

3. The Secretary-Treasurer, upon completion of his term in office, shall automatically assume the office of President-Elect. The

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President-Elect, upon completion of his term in office, shall automatically assume the office of President.

D. TERM OF OFFICE:

The officers shall serve for a term of one year or until their successors are elected.

E. VACANCIES:

In the event the office of President becomes vacant, the President-Elect shall succeed to the office of President for the unexpired portion of the term, as well as for the full term which he/she would automatically assume according to these Bylaws. A vacancy in the office of President-Elect, Secretary-Treasurer or Speaker of the House shall be filled by the Board of Trustees, provided that any person so appointed shall not automatically succeed to any other office by reason of his/her appointment to fill such vacancy and the following procedures shall apply.

In the event of a vacancy occurring in the office of President-Elect, the office of President for the ensuing year shall be filled by election by the House of Delegates at the next annual session of the House of Delegates. A vacancy occurring in the office of Secretary-Treasurer shall require nomination and election by the House of Delegates of President-Elect for the ensuing year. A vacancy occurring in the office of Speaker of the House shall require nomination and election of Speaker of the House by the House of Delegates for the ensuing year.

F. DUTIES:

1. President: It shall be the duty of the President to serve as an official representative of this Association in its contacts with governmental, civic, business and professional organizations for the purpose of advancing the objectives and policies of this Association, to serve as Chair of the Board of Trustees, to submit an annual report to the House of Delegates, and to perform such other duties as provided in these Bylaws or as may be prescribed by the House of Delegates or the Board of Trustees and as usually appertain to the office of President.

2. President-Elect: It shall be the duty of the President-Elect to assume the duties of the President in case of absence or incapacity and to perform such other duties as may be provided in these Bylaws or as may be prescribed by the House of Delegates or the Board of Trustees and as usually appertain to the office of President-Elect.

3. Secretary-Treasurer: It shall be the duty of the Secretary-Treasurer to keep a record of all proceedings of this Association, to submit an annual report to the House of Delegates, and to perform such other duties as may be provided in these Bylaws or as may be prescribed

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by the House of Delegates or the Board of Trustees and as usually appertain to the office of Secretary-Treasurer.

4. Speaker of the House: It shall be the duty of the Speaker of the House to preside at the meetings of the House of Delegates, to serve as liaison between the Board of Trustees and the House of Delegates, to serve as Chair of the Policies Review Committee and to perform such duties as custom and parliamentary usage require.

ARTICLE VIII — COUNCILS

A. NAME:

The councils of this Association shall be:1. Council on Communications2. Council on Governmental Affairs3. Council on Membership, Ethics and Judicial Concerns4. Council on Orthodontic Education5. Council on Orthodontic Health Care6. Council on Orthodontic Practice7. Council on Scientific Affairs8. Council on New and Younger Members

B. PURPOSE AND AUTHORITY:

Councils of this Association are advisory, study and working bodies which are constituted to provide input to the Association from all of the constituent organizations and to provide a medium for communication between constituent organizations. Council authority is limited to study and recommendation within the organizational structure of the Association and its constituent organizations; this includes authority to seek information pertinent to such studies from any source outside the Association within guidelines as may be established by the Board of Trustees. No outside person may participate directly or by observation in any council deliberations without specific authorization from the Board of Trustees. No council or member of a council may communicate with any outside person, organization, or agency in such a way as to imply authority to represent the Association or present an Association position without direction of the Board of Trustees. The Board of Trustees may assign other duties to councils.

C. MEMBERSHIP, NOMINATIONS, ELECTIONS AND ELIGIBILITY:

1. Membership: Council membership shall be in accordance with the Council and Committee Manual.

2. Nominations and Elections: Nominations for all constituent organization council representatives shall be made by the Board of Trustees. Additional nominations may be made from the floor of the House of Delegates. Members of councils shall be elected by the House of Delegates in accordance with these Bylaws.

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3. Eligibility:

a. All members of the councils must be active members in good standing of this Association with the exceptions that:

(1) Council members who are reclassified as retired while serving their elected term shall remain eligible to complete such elected term;

(2) Student members may serve on the Council on New and Younger Members as set forth in Article VIII. C. 1; and

(3) Academic members (non-United States/Canada graduates) may serve on councils as set forth in Article III. C. 3. b.

b. As a condition precedent to selection to a council, the member shall complete the Association’s conflict of interest disclosure form.

ARTICLE IX — COMMITTEES

A. STANDING COMMITTEES:

Standing committees of this Association may be created at any session of the House of Delegates for the purpose of performing duties of a continuing nature not otherwise assigned by these Bylaws. The composition, chair, term and duties of such committees shall be set forth in the resolution creating such committees. The standing committees shall also be subject to the qualifications, privileges and limitations imposed upon councils of this Association as enumerated in these Bylaws.

The following standing committees are authorized: the James E. Brophy AAO Distinguished Service Award Committee, and the Policy Review Committee.

1. The James E. Brophy AAO Distinguished Service Award Committee shall consist of the eight immediate past presidents of this Association, representing the eight constituent organizations, and the senior past president member of the committee shall serve as chair. The purpose of the committee shall be to acknowledge those persons who have rendered distinguished service to the Association and to the specialty of orthodontics, and to report annually to the House of Delegates.

In the event of a vacancy, such vacancy shall be filled by the President of this Association, in consultation with the president and trustee of the represented constituent organization.

2. The Policy Review Committee shall consist of the Speaker of the House, Secretary-Treasurer of this Association and a constituent

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delegation chair rotated among the constituencies on an annual basis in alphabetical order. The Speaker of the House shall serve as chair. The purpose of the Committee shall be to review the policy statements of the House of Delegates and to report annually its recommendations to the House of Delegates for deletions of outmoded, completed, rescinded and redundant resolutions.

B. SPECIAL COMMITTEES:

Special committees of this Association may be created by the House of Delegates or by the Board of Trustees for the purpose of performing duties not otherwise assigned by these Bylaws. The authority for the appointment of members of a special committee and their numbers shall be set forth in the resolution creating such committee.

C. ELIGIBILITY:

As a condition precedent to selection to a committee, the member shall complete the Association’s conflict of interest disclosure form.

ARTICLE X — RESIGNATION AND REMOVAL

A. RESIGNATION:

Any elected official of this Association may resign at any time by giving written notification to the President or the Secretary-Treasurer of this Association. If the elected official represents a constituent organization, notification shall be made through the constituent organization. Such resignation shall take effect at the time specified therein, or immediately, if no time is specified.

B. REMOVAL:

Any elected official representing a constituent organization may be removed at any time by that constituent organization. Additionally, any elected official representing a constituent organization may be removed from his/her position for cause in accordance with the following procedures:

1. Delegate or Alternate Delegate: A delegate or alternate delegate may be removed by the House of Delegates by a two-thirds (2/3) vote of the legal votes cast. This decision shall be final with no right of appeal.

2. Members of the Board of Trustees: A member of the Board of Trustees may be removed by the Board of Trustees by a two-thirds (2/3) vote of the legal votes cast, with the President casting a ballot on this issue provided that he/she is not the subject of the removal proceedings. The member being voted upon shall be prohibited from voting on the issue. This decision may be appealed to the House of Delegates, and if so appealed, shall be considered at the next duly

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scheduled meeting of the House of Delegates. A two-thirds (2/3) vote of the legal votes cast by the House of Delegates shall be required to reverse the action taken by the Board of Trustees.

3. Members of the Councils: A member of a council may be removed by the Board of Trustees by a two-thirds (2/3) vote of the legal votes cast. This decision may be appealed to the House of Delegates, and if so appealed, shall be considered at the next duly scheduled meeting of the House of Delegates. A two-thirds (2/3) vote of the legal votes cast by the House of Delegates shall be required to reverse the action taken by the Board of Trustees.

ARTICLE XI — SCIENTIFIC SESSIONS

A. PURPOSE:

The scientific sessions of this Association are established to foster the presentation and discussion of subjects pertaining to the improvement of the health of the public and the art and science of orthodontics.

B. TIME AND PLACE:

The Association shall hold a scientific session annually at a time and place selected by the Board of Trustees. The Board of Trustees shall have the power to change the time and place of the annual session or to cancel same in the event of extraordinary emergency.

C. MANAGEMENT AND GENERAL ARRANGEMENTS:

The Board of Trustees shall be responsible for conducting the scientific sessions. For this purpose, the Board may establish committees as required.

D. TRADE EXHIBITS:

Products or services may be exhibited at scientific sessions at the discretion of the Board of Trustees and in accordance with rules and regulations established by the Board.

E. ADMISSION:

Admission to meetings of the scientific sessions shall be limited to members of this Association who are in good standing, and to others admitted in accordance with rules and regulations established by the Board of Trustees.

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ARTICLE XII — FINANCES

A. FISCAL YEAR:

The fiscal year of this Association shall begin June 1 of each calendar year and end May 31 of the following calendar year.

B. GENERAL FUND:

The general fund shall consist of all monies received other than those specifically allocated to other funds by these Bylaws. This fund shall be used to meet all expenses incurred by this Association not otherwise provided for in these Bylaws. The general fund may be divided into operating and reserve divisions at the discretion of the Board of Trustees.

C. BUDGET PREPARATION AND ADOPTION:

A balanced (i.e., non-deficit) budget for each ensuing fiscal year shall be prepared by the Board of Trustees and submitted to the House of Delegates for adoption in accordance with AAO Financial Policy.

D. AUDITING OF ACCOUNTS:

All accounts of this Association shall be audited by an independent certified public accountant at least annually, and a report of such audit shall be submitted to the Board of Trustees.

E. SURETY BOND FOR OFFICERS AND EMPLOYEES:

At the expense of the Association, all officers and employees of the Association entrusted with Association funds shall be bonded by a surety company in an amount prescribed by the Board of Trustees.

F. RESERVES:

The Association shall maintain reserve funds according to AAO Financial Policy.

ARTICLE XIII — INDEMNIFICATION

This Association shall indemnify to the full extent authorized or permitted by the Corporation Law of the State of Missouri any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he/she is or was a Trustee of, officer of, employee of, or a member elected or appointed to any position of responsibility within this Association.

ARTICLE XIV — PARLIAMENTARY AUTHORITY

The current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern this organization in all parliamentary

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situations that are not provided for in the law or in this Association’s corporate charter, Bylaws or adopted rules.

ARTICLE XV — AMENDMENTS

These Bylaws may be amended at any session of the House of Delegates by a two-thirds (2/3) vote of the legal votes cast, if the proposed amendment has been (1) presented in writing at a previous session, or a previous meeting of the same session of the House of Delegates, and has been submitted to the standing Bylaws Committee through receipt by the AAO Central Office thirty (30) days in advance of the Annual Session, or (2) submitted by a Reference Committee of the House of Delegates; as long as the amendment is germane to those issues assigned to the Reference Committee; provided, however, these Bylaws may be amended at any session of the House of Delegates upon a four-fifths (4/5) vote of the legal votes cast, in which case the amendment need not be submitted as provided above.

ARTICLE XVI — PRINCIPLES OF ETHICS

The professional conduct of a member of this Association shall be governed by the Principles of Ethics and Code of Professional Conduct of this Association. Failure to adhere to them may subject a member to disciplinary action as stated in Article XVII.

ARTICLE XVII — DISCIPLINARY AND MEMBERSHIP PROCEEDINGS

A. GROUNDS FOR ACTION:

This Association, on its own volition or upon receipt of a written complaint from any other person, reserves the right to discipline any of its members (except honorary) for cause. Disciplinary action may include reprimand, suspension or expulsion. Violation of the Association’s Principles of Ethics and Code of Professional Conduct or any lawful rule of practice duly adopted by this Association, or any other conduct prejudicial to the interests of this Association, shall constitute sufficient cause for disciplinary action hereunder. This Association, on its own volition or upon appeal from an applicant for membership who has been denied membership by this Association, further reserves the right to terminate the membership of any member and affirm the denial of membership to such applicant.

Each member hereby expressly waives the right to hold this Association, its delegates, trustees, officers, members and employees, or any of its constituent or component organizations responsible for any damage, pecuniary or otherwise, as a result of disciplinary or membership proceedings against or involving any member.

B. DISCIPLINARY PROCEEDINGS:

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1. Jurisdiction: This Association has jurisdiction to bring disciplinary proceedings against, and to conduct membership proceeding as to, a member, which shall be conducted by COMEJC.

2. Investigation: The investigation of disciplinary or membership complaints and/or appeals of membership denials shall occur as follows:

a. The chair of COMEJC shall select three of its members (the “Investigating Committee”) to investigate any disciplinary or membership complaints and/or appeals of membership denials.

b. The Investigating Committee may conclude, in its sole discretion and based upon a preliminary review of any complaint or record of membership decision, that the complaint or record contains insufficient information on which to base an investigation, or is patently frivolous or inconsequential. In cases involving a third-party complaint alleging violation of this Association’s Principles against any Trustee, officer or member elected or appointed to any position of responsibility within this Association that involves the conduct of such Trustee, officer or member in the performance of duties in such capacity, the Investigating Committee shall dismiss the complaint unless the conduct of such Trustee, officer or member constitutes a violation of this Association’s Principles as a result of gross negligence or intentional conduct. If the Investigating Committee determines that insufficient information exists, the complaint is patently frivolous or inconsequential, or that the foregoing standard is not satisfied in the case of a complaint involving any Trustee, officer or member referenced above, the matter may be disposed of by written notice to the complainant or applicant and his or her respective constituency organization (in the case of active, affiliate and retired members), as the case may be.

c. If the Investigating Committee concludes that a complaint or record constitutes a valid and actionable inquiry, the Investigating Committee shall conduct a confidential investigation in order to determine whether disciplinary or membership action is warranted. Such an investigation in the case of disciplinary proceedings shall include contacting the accused member and the complainant, if any, and gathering all relevant facts. The investigation of whether membership in this Association is warranted shall include contacting the applicant or existing member as the case may be, as well as the member’s constituent organization (in the case of active, affiliate and retired members), and obtaining all relevant facts.

32

147114721473147414751476147714781479148014811482148314841485148614871488148914901491149214931494149514961497149814991500150115021503150415051506150715081509151015111512151315141515151615171518151915201521

44

d. Subject to Article XVII.B.2.f, below, the Investigating Committee shall file its report and non-binding recommendations as to a proposed penalty with the Chair of COMEJC within a reasonable time after notification of the complaint or membership issue.

e. If the Investigating Committee determines that no disciplinary action is warranted or that membership should be maintained or granted, it shall notify the member or applicant, as the case may be, the member’s constituent organization (in the case of active, affiliate and retired members), the Chair of COMEJC, and Secretary-Treasurer of this Association. The notice to such member or applicant shall be in writing and sent via certified mail-return receipt requested.

f. In the case of the first disciplinary complaint against a member involving public statements, announcements of services and promotional activities where the Investigating Committee has determined that the complaint constitutes a valid and actionable inquiry, the Investigating Committee may, in its sole and absolute discretion, elect to advise the member of its finding and obtain a written agreement from the member to cease the unethical activity and to waive any further right of appeal from, or challenge to, such finding and agreement. If the member enters into and complies with such an agreement, the Investigating Committee shall file its report as to such matter with the Chair of COMEJC, and no disciplinary action shall be warranted in relation to the public statement, announcement of services or promotional activity that is the subject of such agreement. Notwithstanding the foregoing, in the event of a subsequent complaint against the same member involving any public statements, announcements of services and promotional activities where the Investigating Committee determines that the complaint constitutes a valid and actionable inquiry, this Article XVII.B.2.f shall be inapplicable, and the provisions of Article XVII.B.2.d and all other related provision of this Article XVII shall apply.

3. If the Investigating Committee determines that disciplinary action is warranted or that membership should be terminated or denied, COMEJC shall follow the procedures set forth below:

a. Notice: The member or applicant shall be notified in writing of the charges and his/her right to a hearing before three members of the COMEJC selected by the chair thereof who shall not be members of the Investigating Committee (the “Hearing Committee”). Such notification shall be sent by certified mail, with return receipt requested, to the member’s address of record. The member or applicant shall be notified

33

152215231524152515261527152815291530153115321533153415351536153715381539154015411542154315441545154615471548154915501551155215531554155515561557155815591560156115621563156415651566156715681569157015711572

45

that he/she may request a hearing before the Hearing Committee in order to appear and may present evidence, and that he/she may be represented by legal counsel, if desired, at his or her expense.

b. Hearing: Upon timely written request from the member or applicant, which must be given within thirty (30) days of the notice to the member or applicant of the right to a hearing, the member or applicant shall be entitled to a private hearing before the Hearing Committee at which time he/she shall be given the opportunity to present his/her response. The hearing shall be conducted in accordance with the procedures adopted by this Association at a place and time selected by the Hearing Committee in its sole discretion, and the member or applicant shall be given reasonable advance notice of the date, time and place of the hearing. The members of the Hearing Committee shall elect from their number a Hearing Officer, who shall preside at the hearing and issue any appropriate procedural or evidentiary rulings, and summarize the results of the investigation and non-binding penalty recommendation at the hearing for the other members. Formal rules of evidence or civil procedure shall not be required. The Hearing Committee may consider any relevant material.

c. Decision: Every disciplinary and membership decision of the Hearing Committee shall be in writing. Each written decision shall specify the charges made against the member or applicant, the facts which substantiate any or all of the charges, the decision rendered by the Hearing Committee, the penalty imposed in the case of disciplinary proceedings, the fact that the member or applicant has a right of appeal and the time for filing a notice of appeal. The Hearing Committee may, in its sole and absolute discretion, give consideration as to whether the case involves a second complaint against the same member concerning public statements, announcements of services and promotional activities if such member entered into a written agreement with the Association pursuant to Article XVII.B.2.f, above, in relation to the penalty assessed.Within ten (10) days of the date on which the decision is rendered, a copy thereof shall be sent by certified mail, with return receipt requested, to the Association’s last known address of each of the following parties: the member or applicant, the secretary of the constituent organization of which he/she is a member (in the case of active, affiliate and retired members), the chair of the COMEJC of this Association and the Secretary-Treasurer of this Association.

C. APPEALS:

34

157315741575157615771578157915801581158215831584158515861587158815891590159115921593159415951596159715981599160016011602160316041605160616071608160916101611161216131614161516161617161816191620162116221623

46

The decision of the Hearing Committee as to applicants shall be final with no right of appeal. A member receiving an adverse decision from the Hearing Committee shall have the right to appeal from such a decision by filing a notice of appeal with the Secretary-Treasurer of this Association.

The notice of appeal must be in writing and filed with the Secretary-Treasurer of this Association within thirty (30) days of receipt of the notice of the adverse decision.

Each party to an appeal shall be entitled to submit a brief in support of his/her or its position. The member and the Hearing Committee shall submit his/her or its brief to the Secretary-Treasurer of this Association via certified mail, return receipt requested, within ninety (90) days of filing an appeal.

No decision shall become final while an appeal therefrom is pending or until the thirty (30) day-period for filing notice of appeal has elapsed. Within thirty (30) days of the receipt of a notice of appeal, the President of this Association will name and determine their willingness to serve, three members to an Ad Hoc Appeals Panel and three alternates, no one of whom shall have been a member of the COMEJC. The Secretary-Treasurer of this Association will notify the member of the names of the three principals via certified mail, return receipt requested. If the member shows good cause why any named principal is unacceptable, an alternate(s) will be selected by the President of the Association. This selection shall be final. The Panel shall notify the COMEJC and the member of the time and place of the hearing, such notice to be sent by certified mail, with return receipt requested, to the last known address of the parties to the appeal and mailed not less than thirty (30) days prior to the date set for the hearing.

The Panel shall meet within a reasonable time from the date the appeal was filed. The member may have one representative appear, at his or her expense, before the Panel to make oral or written presentations and to respond to questions from the Panel. The Hearing Officer shall designate a representative to appear before the Panel to support the decision of the Hearing Committee and to respond to questions of the Panel. Either party may be represented by counsel; however, the proceedings shall be conducted on an informal basis.

The Panel shall be required to review the decision on appeal and determine whether the charges involving the member support the decision or warrant the penalty imposed. The Panel shall not be required to consider additional evidence unless there is a clear and convincing showing that either party to the appeal will be unreasonably harmed by failure to consider the additional evidence.

Every decision on appeal shall be reduced to writing and shall clearly state the conclusion of the Panel and reasons for reaching the conclusion. The Panel shall have the discretion to:

35

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47

1. Uphold the decision of the Hearing Committee;

2. Reverse all or any part of the decision of the Hearing Committee and thereby exonerate the member;

3. Deny an appeal because it fails to satisfy the requirements of these Bylaws;

4. Refer the case back to the Hearing Committee for a new proceeding, if the rights of the member under all applicable Bylaws were not accorded him/her; or

5. Accept the findings of the Hearing Committee, but impose a different penalty or decision.

Within a reasonable time from the date a decision on an appeal is rendered, a copy thereof shall be sent by certified mail, with return receipt requested, to the Association’s last known address of each of the following parties: the member, the secretary of the constituent organization of which he/she is a member (in the case of active, affiliate and retired members), the Chair of the COMEJC of this Association and the Secretary-Treasurer of this Association.

D. RESIGNATION:

If a member who is the subject of a complaint or other disciplinary or membership action by this Association resigns at any time during the proceeding, the matter shall be dismissed and the member may not thereafter reapply for any class of membership.

E. REPORTING REQUIREMENT:

This Association shall report any information to such agency or agencies as may be required or permitted by the Health Care Quality Improvement Act of 1986, in such form, manner and frequency as may from time to time be required or permitted by the Act.

ARTICLE XVIII — SEAL

Both a corporate and ornamental seal shall be recognized as official within this Association.

A. CORPORATE SEAL:

This shall be employed as an evidence of incorporation on any official document requiring such evidence and shall be used only at the direction of the Board of Trustees.

B. ORNAMENTAL SEAL:

36

167516761677167816791680168116821683168416851686168716881689169016911692169316941695169616971698169917001701170217031704170517061707170817091710

1711

17121713171417151716171717181719172017211722

48

This seal shall be official as accepted by the Association. This seal is to be used in any manner as directed and approved by the Board of Trustees.

ARTICLE XIX — AMERICAN BOARD OF ORTHODONTICS

The managing body of the American Board of Orthodontics shall be a Board of Directors comprised of one representative from each of the constituent organizations of this Association.

Upon the recommendation of the American Board of Orthodontics, one candidate for Director of the American Board of Orthodontics shall be nominated annually by the Board of Trustees of this Association. The nominee shall be presented to the House of Delegates for election. No nominations may be made from the floor of the House of Delegates. In the event a nomination so presented is not acceptable to the House of Delegates, the Board of Trustees, upon recommendation from the American Board of Orthodontics, shall submit an additional nomination. The same rules shall apply where it is necessary to elect Directors of the American Board of Orthodontics to fill unexpired terms caused by death or resignation.

The American Board of Orthodontics may fill by appointment any vacancy occurring on the Board between annual sessions of the House of Delegates, with such replacement serving until the next annual session.

The American Board of Orthodontics shall submit an annual report to the House of Delegates and interim reports, on request, to the Board of Trustees.

ARTICLE XX — AMERICAN ASSOCIATION OF ORTHODONTISTS FOUNDATION

The managing body of the American Association of Orthodontists Foundation shall be a Board of Directors selected by the Foundation and comprised of representatives from the constituent organizations of this Association, representatives of the public, and representative officers of this Association.

The Foundation shall submit an annual report to the House of Delegates and interim reports, on request, to the Board of Trustees.

INDEX

37

17231724

1725

172617271728172917301731173217331734173517361737173817391740174117421743174417451746

1747

1748174917501751175217531754

49

Accredited orthodontic program.........................4Amendments...................................................33

Bylaws...................................................19, 33American Association of Orthodontists

Foundation..................................................40American Board of Orthodontics..........17, 24, 40American Dental Association.........4, 5, 6, 7, 8, 9American Dental Association Membership 5, 7, 8American Journal of Orthodontics and

Dentofacial Orthopedics..............................10Annual report

AAO Foundation..........................................41American Board of Orthodontics.................40Board of Trustees..................................25, 27Secretary-Treasurer....................................28

Annual Session..........................................20, 33Appeals............................................................38Assessments

Constituent Dues and..................................15Auditing of accounts..................................24, 33

Board of Trustees .....2, 9, 10, 11, 15, 18, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32,

33, 40, 41Absence......................................................22composition of.............................................22Mail vote of..................................................26Meetings of..................................................25nomination and election...............................22officers of.....................................................23powers and duties.......................................23qualifications for..........................................22Quorum of...................................................26term of office................................................22vacancy.......................................................22

Brophy AAO Distinguished Service Award Committee...................................................30

Budget.................................................17, 24, 33Bylaw Amendments.........................................19Canadian Component Organizations...............15Code of Professional Conduct.........................34Commission on Dental Accreditation

of Canada..................................................5, 9of the American Dental Association.......5, 6, 9

Commission on Dental Accreditation of Canada6Committee on Bylaws................................18, 19Committee on Credentials...................17, 18, 19Committee on Rules and Order.................18, 19Committees....17, 18, 19, 20, 24, 26, 28, 30, 33,

34, 35, 36, 37, 38, 39eligibility.......................................................30House of Delegates.....................................18Special, of the House of Delegates.............20

Component Organizations.........................14, 15Constituent Organizations

assessments...............................................15bylaws of.....................................................14dues............................................................15governance..................................................14membership classes....................................16membership in.............................................15

names and territories...................................13powers and duties.......................................14

Consultants......................................................24Corporate Seal................................................40Council Membership

nominations to.............................................24Council on Communications............................28Council on Governmental Affairs.....................28Council on Membership, Ethics and Judicial

Concerns...............................................11, 28Council on New and Younger Members. .10, 28,

29Council on Orthodontic Education...................28Council on Orthodontic Health Care................28Council on Orthodontic Practice......................28Council on Scientific Affairs.............................28Councils.......................................................2, 28

chair appointment........................................25eligibility.......................................................29membership in.............................................29nomination and election to...........................29purpose and authority..................................28removal of member.....................................31

Delegates 15, 16, 17, 18, 19, 20, 21, 23, 24, 26, 27, 28, 29, 30, 31, 33, 40, 41

Disciplinary Proceedings.................................34appeals........................................................38member resignation.....................................39reporting requirement..................................39

Displinary Proceedingsgrounds for action........................................34

Editor-in-Chief............................................22, 24Ethics...................................................11, 28, 34Exclusive practice of orthodontics..................4, 6Executive Committee-Board of Trustees.........24Finances..........................................................32

budget preparation and adoption.................32reserves.......................................................33surety bond..................................................33

Great Lakes Association of Orthodontists........13Honoraria.........................................................25House of Delegates.........................................16

Committee on Bylaws..................................19Committee on Credentials...........................18Committee on Rules and Order...................19committees of..............................................18composition of.............................................16delegates and alternate delegates..............17meetings of..................................................20officers of.....................................................18order of business.........................................21powers and duties of...................................17quorum of....................................................21Reference Committees................................20Rules of Order.............................................21Secretary of.................................................18Speaker of...................................................18Special Committees....................................20special session of........................................20

Indemnification................................................33

38

1755

1756175717581759

1760

17611762176317641765176617671768176917701771

17721773

177417751776

177717781779178017811782

17831784

1785

178617871788178917901791

179217931794

1795

179617971798

17991800180118021803180418051806180718081809181018111812181318141815

50

Investigating Committee..................................35Membership

academic...................................3, 5, 6, 10, 29academic employment requirement..............6active.........................................................3, 5affiliate...................................................3, 5, 6application for..............................................10classification of..............................................3education requirements for. .4, 5, 6, 7, 8, 9, 28eligibility for....................................................3honorary..............................................3, 9, 25international...........................................3, 8, 9life active...............................................5, 6, 8member privileges.......................................10reapplication for...........................................11reclassification.............................................12relocation from one jurisdiction to another...12retired........................................................3, 8service.................................................3, 8, 30student.......................................................3, 7Student..........................................7, 9, 10, 29transfer........................................................13type of practice......................................4, 6, 9

Membership Committee...................................15Middle Atlantic Society of Orthodontists..........13Midwestern Society of Orthodontists..................13Multi-trained specialist.......................................4Name of Association..........................................3Nominating Committee..............................25, 26Northeastern Society of Orthodontists.............13Officers.16, 17, 18, 23, 24, 25, 26, 27, 33, 34, 41Officers

duties...........................................................27nomination and election...............................26president......................................................27president-elect.............................................28qualifications of............................................26

secretary-treasurer......................................28Speaker of the House..................................28term of office................................................27vacancies....................................................27

Ornamental Seal..............................................40Pacific Coast Society of Orthodontists.............13Parliamentary Authority...................................33President.........................................................27President-Elect................................................28Principles.....................4, 5, 6, 7, 8, 9, 16, 34, 35Principles of Ethics and Code of Professional

Conduct...................................................4, 34Purpose of the association................................3Quorum

Board of Trustees........................................26Reference Committees....................................20Removal..........................................................31Reserves.........................................................33Resignation......................................................31Rocky Mountain Society of Orthodontists........13Scientific Sessions

admission to................................................32management and general arrangements.....32purpose of...................................................31time and place.............................................32trade exhibits...............................................32

Seal.................................................................40Secretary-Treasurer.........................................28Southern Association of Orthodontists.............14Southwestern Society of Orthodontists............14Speaker of the House......................................28Speaker of the House of Delegates

Duties of......................................................18Special Committees.........................................30Standing Committees......................................29Trustee.....................................15, 22, 26, 33, 35World Federation of Orthodontists.................7, 9

39

181618171818181918201821182218231824182518261827182818291830183118321833183418351836

18371838183918401841

1842184318441845

1846

18471848184918501851

1852

51