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The Organization of Family Dentists

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									The Organization of Family Dentists THE CONSTITUTION AND BYLAWS OF THE VIRGINIA ACADEMY OF GENERAL DENTISTRY ARTICLE I The name and title by which this organization (hereinafter referred to as the "Virginia Academy") is and shall be known as "The Virginia Academy of General Dentistry". ARTICLE II Objects and Purposes The objects and purposes for which this Academy is formed shall be as follows: 1. 2. To maintain an organization of general practitioners of dentistry. To provide and guide continuing education programs and study group activity for general practitioners, and to encourage and assist practicing dentists in participating in such programs. To promote the science and art of dentistry, to improve the health of the public, encourage oral research, and to preserve the right of the individual to freedom in the choice of their dentist. To preserve the right of the general practitioner to engage in dental procedures for which they are qualified by training and experience. To provide effective representation for the general practitioner in all matters of interest to the profession and the public it serves. To motivate and assist young men and women in preparing, qualifying and establishing themselves in the general practice of dentistry. ARTICLE III Section 1.

3.

4. 5. 6.

Incorporation: The Virginia Academy is incorporated in the State of Virginia as an organization qualifying for tax-exempt status under section 501 (c)(6) of the Internal

Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). No part of the net earnings of the corporation shall insure to the benefit of, or be distributable to, its members, directors, officers or any other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in Article II hereof. In the event of the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, distribute all assets to the school of dentistry of a Virginia university, providing that such university qualifies at that time as an exempt organization under section 501 (c)(3) of the Internal Revenue code of 1986 (or corresponding provision of any future United States Internal Revenue Law) and further providing that such university agrees to use the assets for dental education and research purposes which qualify as exempt educational and scientific activities. Any such assets not so distributed be disposed of by the court of law having jurisdiction of the city/county in which the principal office of the corporation is then located, exclusively for charitable, educational, or scientific purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2. Component Academy: Upon petitions signed by twenty-five (25) or more active members of this Academy, the Virginia Academy may grant a charter to a component. No component can be organized with fewer than twenty-five (25) members, nor may any component be chartered within the jurisdictional boundaries of another component. Before approval, the proposed component must submit a copy of the proposed Constitution and Bylaws for the organization which shall not be in conflict with, nor limit the Constitution and Bylaws of this Academy, nor the Academy of General Dentistry. No new component may be formed that overlaps the geographical boundaries established by this Academy for another component. As components are approved, they shall be listed in this section of the Constitution with their jurisdictional boundaries. ARTICLE IV Membership The membership of this Academy shall consist of dentists whose qualifications, classification rights, obligations, and the method of their acceptance and election shall be as established in Chapter I of the Bylaws. ARTICLE V Government Administrative Body: The administrative body of this Academy shall be a Board of Directors as provided in Chapter III of these Bylaws. Legislative Body: The supreme governing body of the Virginia Academy of General Dentistry shall be a general assembly as provided for in Chapter II of the Bylaws.

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ARTICLE VI Officers The Executive Officers of this Academy shall be a president, president-elect, vicepresident, secretary, treasurer, public information officer, editor, and the immediate past president. ARTICLE VII Board of Directors Subject to the action of the annual meeting, the control and administration of this Academy shall be vested in a Board of Directors as provided in Chapter III of the Bylaws.

ARTICLE VIII Meetings of the Academy The Virginia Academy shall hold an annual business meeting at a time and place to be designated by the Board of Directors. At that time, the membership will elect its officers and AGD delegates and alternate delegates. The VAGD may hold a Leadership Conference biannually with the time and place designated by the Board of Directors. ARTICLE IX Principles of Ethics The Principles of Ethics of this Academy shall be the Principles of Ethics of the American Dental Association. ARTICLE X General Provisions This Constitution and its Bylaws, either as presently drawn or amended, shall not be in conflict with the Constitution and Bylaws of the Academy of General Dentistry. Whenever an amendment is made to the Constitution and Bylaws of the Academy of General Dentistry which renders a provision of this Constitution and Bylaws inconsistent with the same, such provision shall be deemed automatically amended without requiring any further action of the Virginia Academy of General Dentistry. ARTICLE XI Amendments Section 1.

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This Constitution may be amended by a two-thirds (2/3) affirmative vote of the members at the annual meeting, provided that the proposed amendments have been presented in writing to all members of the Virginia Academy of General Dentistry at least thirty (30) days prior to the annual meeting. Section 2. The Board of Directors (by a majority vote), the Virginia Academy Council on Constitution and Bylaws (by a majority vote), any component of the Academy, or any group of twenty five (25) or more active or emeritus members may propose amendments to this Constitution, submitting the same to the secretary at least sixty (60) days prior to the annual meeting. The secretary shall be responsible for the notification of all members of this Academy of the proposed amendments at least thirty (30) days prior to the annual meeting.

BYLAWS CHAPTER I Membership Section 1. Classification of Membership: The members of this Academy shall be classified as follows: A. Active Members: In order to be eligible for active membership, a dentist must meet the following qualifications. 1. Eligibility a. Must have graduated from a school of dentistry accredited by the American Dental Association or hold a license to practice dentistry in any state or territory in the United Stated or province of Canada. Must be a general practitioner; (The term general practitioner includes those in private practice, dental education, or the federal dental services who have not limited themselves to a recognized specialty of dentistry.) Must be of high moral and professional character and agree to abide by the Principle of Ethics of the American Dental Association.

b.

c.

2.

Maintenance of Membership: To maintain active membership, a member must: a. Attend a minimum of seventy-five (75) hours of continuing education every three years; Abide by the Principles of Ethics of the American Dental Association; Not have a license under suspension in any jurisdiction;

b. c.

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d. 3.

Have paid their dues for the current year within 120 days of the due date.

Application for Membership: All application forms shall be in writing on an application form prescribed by the national Academy's Board of Directors. Election shall be by a majority vote of this Academy's Board of Directors, or in the case of candidates practicing in an area where a local component exists, by a majority vote of the Board of Directors of that component. There shall be issued to each member a certificate of membership in such form as may be determined by the national Academy's Board of Directors, title to this certificate remaining at all times with this Academy.

B.

Emeritus Membership: Any active member of the Academy of General Dentistry who has been an active member of the Virginia AGD and who now qualifies for emeritus membership in the national academy, shall be deemed to qualify for emeritus membership in the Virginia Academy. The member must make application to the secretary before June 30th of any given year for the membership emeritus to be effective at the beginning of the next calendar year. The applicant must be an active member in good standing at the time of his/her election to emeritus membership. Maintenance of membership in good standing in his component academy, if such exists, shall be a requisite for continuance of emeritus status in the Academy. A member emeritus shall be entitled to all privileges of an active member. While an emeritus member is exempt from paying dues, he may be required to pay a fee established by the Board of Directors for certain services.

C.

Honorary Membership: Persons of distinction, other than dentists, who have rendered outstanding service to the dental profession may be elected to honorary membership by a vote of the general assembly upon the recommendation of the Board of Directors. Honorary members shall not be entitled to vote nor to hold office. They shall not be required to pay dues.

D.

Associate Membership: All persons in the health field, except those who otherwise meet the criteria of student membership, who desire to join and who are interested in the aims and objectives of the Academy may become members by a majority vote of the Board of Directors. Associate members shall not be entitled to vote nor to hold office. Associate members will be allowed to attend board, committee and council meetings.

E.

Student Membership: A predoctoral student of a dental school accredited by the Commission on Accreditation of Dental and Dental Auxiliary Educational programs in the United States or Canada may become a student member of the Academy. Dues for student members shall be established by the Virginia Academy's Board of Directors. Student members shall be entitled to all the benefits of membership except the right to vote or hold office.

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Section 2.

Removal From One Jurisdiction to Another.

A member who has changed the location of their practice from the jurisdiction of one component Academy to that of another component Academy may maintain active membership in the component Academy of which they were a member for only one full calendar year. Section 3. A. Dues, Assessments and Processing Fees

The dues for active and associate members shall be determined by the Executive Officers of the Board with the approval of the Board of Directors. Membership dues shall be payable in advance on the first day of January of each year and shall become delinquent on that day. If a new member is enrolled on or after October 1st of any year, their dues shall be credited in full for the next fiscal year. The fiscal year of this Academy shall begin on January 1st of each calendar year and end on December 31st the same year. Any member whose dues or assessments are unpaid by April 30th shall be removed from the Virginia Academy's roster of members and lose all benefits of membership in the Academy. Delinquents deleted from the membership roster on April 30th may be reinstated prior to the end of the calendar year subject to the approval of the Board of Directors. If, at the end of the calendar year, the amount due remains unpaid, the member whose name has been stricken from the roll shall be in the same status as though they had never been a member and shall acquire membership only in the manner set forth in these Bylaws.

B.

Section 4.

Expulsion or Suspension from Membership

The Board of Directors shall have the right to suspend or expel a member from membership in the Virginia Academy. A member shall be deemed automatically suspended from membership if their license to practice dentistry in this state or any other state is either suspended or revoked or if their membership in the state dental society is suspended. Membership reinstatement under this circumstance shall occur once their license has been reinstated. In addition, a member is considered automatically suspended from membership if their dues and assessments remain unpaid as of April 30th of the calendar year. Membership reinstatement under this circumstance shall occur as described in the Bylaws under Membership Section 3.C. CHAPTER II Annual Meeting Section 1. The supreme governing body of the Virginia Academy shall be a General Assembly. The General Assembly shall consist of those active members and members emeritus present at the annual meeting. Section 2. Order of Business: The following may be included in the order of business at the annual

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business meeting: A. B. C. D. E. F. G. H. I. J. Call to order by the president. Minutes of the previous annual meeting. Reports of the president, secretary and treasurer. Reports of councils and committees. Unfinished business. New business. Report of the Nominating Committee. Election of officers. Installation of officers. Adjournment.

Section 3. Quorum: A quorum at a Virginia Academy business meeting shall consist of the members present and voting at the regular annual or special called meeting. Section 4. Rules of Order: Sturgis Standard Code of Parliamentary Procedure shall govern the deliberations of the Virginia Academy in all cases where it does not conflict with the Constitution and Bylaws. CHAPTER III Board of Directors Section 1. The Board of Directors shall consist of the president, president-elect, vice-president, secretary, treasurer, public information officer, editor, immediate past-president, counselors and committee/council chairpersons. If, and when, a national trustee or regional director of the Academy of General Dentistry is a member of the Virginia Academy, they shall automatically become a member of the Board and the number of voting members shall be increased accordingly. Past presidents are invited to attend Board meetings as non-voting members. Section 2. Meetings of the Board of Directors: The Board of Directors shall meet at the call of the president and shall be required to meet at least twice a year. The executive secretary/director shall assume the responsibility for advising every member of the Board of the meeting at least ten (10) days in advance. Twenty-five (25) percent of the Board of Directors shall constitute a quorum. Section 3. Duties and Powers of the Board of Directors: It shall be the power and duty of the Board of Directors: A. To control, manage and administer the Virginia Academy in the interim between

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B. C. D. E. F.

meetings of the general assembly. To provide for the maintenance and supervision of all property owned or operated by the Academy. To determine the place and date for holding the annual business meeting and to approve an overall meeting schedule for the coming year. To establish a budget for the coming year and to examine all Virginia Academy accounts in detail and conduct an audit of these accounts at least once a year. To review all council and committee reports and take appropriate action on them. To act upon all applications for membership.

Section 4. All Board members must attend at least fifty percent of the VAGD Board meetings held each year. If these members cannot attend, or are unwilling to attend, they will be replaced by individuals who desire to serve the constituency. CHAPTER IV Administration Section 1. The officers of this Academy shall be a president, president-elect, vice-president, secretary, treasurer, public information officer, and editor. A. B. Eligibility: Only an active or emeritus member in good standing of the Virginia Academy shall be eligible to serve as an elected officer. Nominations: 1. Nominations shall be made by the Nominating Committee of the Virginia Academy as set forth in Chapter V, Section 3A of the Constitution and Bylaws of the Virginia Academy. The Nominating Committee shall consist of the immediate past-president, president, president-elect, and another member atlarge. The chairman shall be the immediate past-president. The candidates who are nominated by the Nominating Committee shall be made known to the membership at least thirty (30) days prior to the annual business meeting. Additional nominations may be made by a petition of ten (10) voting members, submitted to the secretary, ten (10) days prior to the annual business meeting.

2.

3.

C.

Election of officers: The membership shall vote for and elect its officers and AGD delegates and alternate delegates at the annual business meeting as required by Article VIII of the Constitution of the Virginia Academy. Terms of office.

Section 2.

The president, president-elect, vice-president and secretary shall serve one-year terms. The treasurer, editor and public information officer shall serve two-year terms.

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Section 3.

Vacancy in office.

In the event of a vacancy for any reason in the vice-president, secretary, treasurer, or editor, the president, subject to the approval of the Board of Directors, shall appoint an interim successor to serve until the next annual business meeting at which time an election will take place. Section 4. A. Duties of Officers.

President: is the leader of this organization and is responsible for creating its vision, mission, goals and activities; takes the lead in communicating this mission by interacting with other dental groups, government, civic, business and professional organizations. It is the duty of the President to: 1. 2. 3. 4. 5. 6. 7. 8. 9. Train the president-elect for this position. Preside at the meetings of the Board of Directors and Annual meetings, voting only in the event of a tie. Serve as an AGD Delegate. Serve as a non-voting consultant to all councils and committees and monitor their activities. Work with the executive director in planning meetings for the current year. Make committee and council appointments subject to the approval of the Board of Directors. Appoint a Parliamentarian. Submit an annual report to the annual meeting. Communicate the vision mission and goals to the Board of Directors.

B.

President-Elect: is in training for the position of President and similarly plays a leadership role within and outside the Academy in supporting and furthering its objectives. Duties of the President-Elect include: 1. 2. 3. 4. 5. 6. 7. 8. 9. To train the Vice President for this position. Serve as a voting member of the Board of Directors. Serve as an AGD Delegate. Attend the National Leadership Conference. Serve as a non voting consultant to all councils and committees. Organize the following year; including coordinating the state leadership biannual conference. To preside in the temporary absence of the President at meetings of the General Assembly or Board of Directors. To assume the role of the President in the event the President is unable to fulfill the terms of this office. To succeed the President at the conclusion of the Annual Business Meeting of the General Assembly.

C.

Vice-president: It shall be the duty of the vice-president: 1. To serve as a voting member of the Board of Directors.

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2. 3. 4. 5. 6. 7. D.

To assist the president and the president-elect in the performance of their duties. To be a non-voting consultant to all councils and committees. To serve as chair of the Planning Committee. To serve as presiding officer in the absence of both the president and president-elect. To work in coordination with the Membership Chair. To serve as an AGD delegate.

Secretary: It shall be the duty of the Secretary: 1. 2. 3. 4. 5. 6. 7. 8. To serve as a voting member of the Board of Directors. To notify council and committee members of their appointments. To countersign all citations, certificates and testimonials. To advise new members that they have been accepted by the Board of Directors. To serve on the Continuing Education Committee. To take minutes at all board meetings. To process retired, life, emeritus and health membership requests for approval by the board. To communicate with national, state and local components.

E.

Treasurer: Shall be bonded and serve a two year term as an elected officer. It shall be the duty of the Treasurer: 1. 2. 3. 4. 5. 6. 7. 8. 9. To serve as a voting member of the Board of Directors. To sign all checks greater than $250.00. To cause to be bonded all persons authorized to handle this Academy's funds. To maintain the checking account, reconciling the account quarterly. To prepare a 2 year budget and set dates for budget requests. Prepare for an external audit during the last months of their term - to be done biannually. To update the Board of Directors on the financial status of the Academy. To define bonuses for the Executive Director. To chair the Finance Committee.

F.

Editor: a two year office with responsibilities associated with the written communication of information to members. It shall be the duty of the Editor: 1. 2. To serve as a voting member of the Board of Directors. To assume full responsibility for this Academy's publications and to exercise editorial control for these publications subject to policies established by the Board of Directors and the general assembly. To coordinate with the local components and the VDA for newsletters. To prepare at least three (3) VAGD newsletters annually. When possible, to attend the national editor's workshop.

3. 4. 5. G.

Public Information Officer: Shall serve a two year term. It shall be the duty of the public information officer: 1. To serve as a voting member of the Board of Directors.

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2.

3. 4.

To keep the public and membership aware of the activities of the VAGD and its individual members by providing information and news releases to the printed and electronic media. To attend the Leadership Conference biannually. To publicize the Academy by implementing programs through the media and commerce. Duties of Other Members of the Board of Directors.

Section 5. A.

Immediate Past-President: It shall be the duty of the immediate past-president: 1. 2. 3. 4. To serve as a voting member of the Board of Directors. To serve as a non-voting consultant to all councils and committees. To chair the nominating committee. To serve as a counselor for three (3) years following the term as Immediate Past President.

B.

Counselors: There shall be three Counselors. They shall serve one three (3) year term beginning at the end of their term as Immediate Past President. It shall be the duty of the counselors: 1. 2. To serve as an advisor to the Board. To serve as a voting member of the Board.

C.

National Trustee and Regional Director, if a member of the VAGD: 1. 2. Shall be voting members of the Board of Directors if they are VAGD members while serving in their capacity on the national level. Shall act as liaisons on the regional and national level.

D.

Executive Secretary: It shall be the duty of the Executive Secretary: 1. 2. 3. 4. 5. 6. 7. 8. 9. To keep minutes of all meetings of the Board of Directors and the General Assembly. To be the custodian of all the records and properties of this Academy. To conduct correspondence on behalf of the Academy. To notify all members of the annual business meeting at least thirty (30) days in advance, and to prepare agenda for the same. To notify all members of the Board of Directors of meetings at least ten (10) days in advance, and to prepare agenda for the same. To keep adequate and proper accounts of the properties and funds of this Academy. To arrange meeting rooms and luncheons/dinners for all constituent events. To staff the constituent registration desk and/or membership booth at the constituent meetings At the Board of Directors' designation, the executive secretary may attend the AGD Annual Meeting and act as a resource for the constituent at the House of Delegates. To work with the editor in writing, layout, printing, and distributing newsletters. To work with the public information officer in distributing information to the media.

10. 11.

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12. 13. 14. 15. 16. 17.

To maintain an up-to-date roster of all members, as well as a directory of officers, board member, and council and committee chairmen. To deposit all monies and other valuables in the name of and to the credit of this Academy. To prepare checks for the disbursal of funds as may be directed by the treasurer or Board of Directors. To prepare a budget under the direction of the treasurer for review and approval by the Board of Directors. To prepare a financial statement for each board meeting. Shall be the Academy registered agent for the State Corporation Commission of the Commonwealth of Virginia. CHAPTER V Councils and Committees

Section 1. The president shall make, with the approval of the Board of Directors, all council and committee appointments. Each council and committee will consist of a chairperson who may appoint a committee on an as needed basis. No member may serve as a chairperson for more than one committee at a time. The appointments shall be for two years with no limit on the number of terms served. Chairperson appointments begin at the annual meeting. Section 2. The composition and responsibilities of each council are shown below: A. Council on Constitution and Bylaws: The Council on Constitution and Bylaws shall study and make recommendations to both the Board of Directors and the general assembly on any proposed change in the Constitution and Bylaws. The council shall, from time to time, recommend amendments, modifications, or interpretations of the Constitution and Bylaws of this Academy. The council shall maintain a file of copies of component academy Constitution and Bylaws. Council on Continuing Education. The Chairperson of this committee serves a two year term. The Council on Continuing Education shall: 1. 2. Guide and evaluate continuing education opportunities in the state. Act as a liaison between this Academy and the American Dental Association's, constituents and components, accredited hospitals, dental schools, study clubs, specialty groups and the state board of dental examiners, so that continuing education opportunities will be coordinated within the jurisdiction of this Academy. Review and approve applications for sponsorship and courses. Plan continuing education courses and coordinate the teleconference. Develop a calendar for continuing education. Chair the annual meeting committee. Oversee the state mastership course.

B.

3. 4. 5. 6. 7.

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C.

Council on Dental Care: The Council on Dental Care shall have the following responsibilities: 1. To investigate and continually study any dental care programs, including third party programs, existing within the state that have an effect on the general practice of dentistry. To establish liaison with the dental care committee of the state dental society. To communicate, subject to the approval of the Board of Directors, Academy recommendations for improving particular dental care programs. Maintain current knowledge and disseminate information to the Board on Managed Care and insurance proposals impacting dentistry. Attend VDA Dental Care Committee Meetings in January and June of each year. Attend AGD Dental Care Committee Meetings when possible. Monitor legislation pertaining to dental care committee.

2. 3. 4. 5. 6. 7. D.

Membership Council: The Membership Council will be in charge of recruitment of general members and student recruitment at VCU-School of Dentistry. Overall responsibility is under the direction of the chairperson of this council. The Membership Chairperson shall serve a term of two years. The Membership Council shall have the following responsibilities: 1. 2. 3. 4. 5. 6. To consider applications for membership. To assume the responsibility for an ongoing membership recruitment campaign for both general and student memberships. To provide guidelines for accepting and retaining members of this Academy. To provide the Board of Directors with membership statistics. To send new member welcome letters, deficient CE maintenance letters and to call unpaid non-renew members. To send membership packet information to all inquiries regarding membership.

E.

Council on Legislation: The Council on Legislation shall assume the following responsibilities: 1. 2. To establish liaison with the state dental society determining what legislation proposals are to be introduced into the state legislature for the coming year. To provide recommendations on positions to be taken by this Academy with regard to legislative proposals being considered in the state.

F.

Planning Committee: 1. Composed of the immediate past- president, president-elect, vice-president, the Continuing Education chair and 3 members at large to be appointed by the president. Shall be chaired by the vice-president. Shall meet a minimum of once annually. Shall work with the Continuing Education Council to plan a continuing education calendar for two to three years. The purpose shall be to set goals and objectives of the VAGD.

2. 3. 4. 5. G.

Finance Committee:

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1. 2. 3.

Shall be chaired by the treasurer of the VAGD. Shall present advice to the Board about accumulation and expenditure of a reserve fund. Shall determine the financial needs of the organization by reviewing annual income and budget requests and formulate a two year budget to be presented to the Board of Directors.

Section 3. In addition, this Academy shall also have the following committees: A. Nominating committee: The Nominating Committee shall consist of the immediate pastpresident (if available), president, president-elect and a member at-large. The chairperson shall be the immediate past-president and shall preside at the meeting of the Nominating Committee. It shall be the duty of this committee to nominate at least one candidate for each elective office. In the event that there is more than one candidate proposed for any office, the Nominating committee will select only one candidate by a secret ballot. The balloting will continue until one candidate has a simple majority of the voters of the Nominating Committee for any given office. The candidates who are nominated shall be made known to the membership at least thirty (30) days prior to the annual business meeting. Ad Hoc Committees: The president, with the approval of the Board of Directors, shall have the authority to appoint ad hoc committees which are necessary to fill the needs of the organization. All ad hoc committees shall be terminated no later than the end of the incumbent president's term of office.

B.

Section 4. In order for any council or committee to transact business, at least a majority of its members must participate in the decision. On mail or telephone votes, all members must be contacted. No meeting of a council or committee may be held without a majority of the voting council or committee members in attendance. All members of a council or committee must be duly notified in writing of the time and place of the meeting. CHAPTER VI Delegates and Alternates to the AGD National Meeting Section 1. The term of office for Delegates to the AGD annual meeting shall be three years, limited to two consecutive three year terms. The term of office for alternate delegates to the AGD annual meeting shall be one year, limited to four consecutive years as an alternate delegate. The President, President-Elect and the Vice-President are automatically a delegate to the AGD Annual Meeting with their three year term beginning upon election as Vice-President. The remaining delegates and alternate delegates shall be nominated by the Nominating Committee, with delegates being elected to alternating three year terms and alternate delegates elected annually at the VAGD annual business meeting.

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Section 2. It shall be the duty of the delegates to attend the full business meeting of the AGD House of Delegates, and Region V Caucus Meetings. They shall attend other meetings as determined by the Board of Directors. Section 3. The delegates and alternate delegates shall receive compensation from the Academy as determined by the Board of Directors. If the Board of Directors determines that the executive secretary shall attend the AGD Annual Meeting, an appropriate reimbursement amount shall be determined by same. CHAPTER VII Indemnification Each officer, director, council member, committee member, employee and other agent of the Academy shall be held harmless and indemnified by the Academy against all claims and liabilities and all costs and expenses, including attorney's fees, reasonably incurred or imposed upon them in connection with or resulting from any action, suit or proceeding, or the settlement or compromise thereof, to which they may be made a party by reason of any action taken or omitted to be taken by themselves as an officer, director, council member, committee member, employee or agent at the time such liabilities, costs or expenses are imposed or incurred and, in the event of their death, shall extend to their legal representatives. To the extent available, the Academy shall insure against any potential liability hereunder. The Academy is not to be considered liable for acts arising out of willful misconduct or dishonesty. CHAPTER VIII Amendments Section 1. The Bylaws may be amended by an affirmative vote of at least a majority of the members present and voting at the Annual Meeting, provided that a copy of the proposed amendment has been sent to the members of the Academy at least thirty (30) days before the meeting at which such action is proposed to be taken. Section 2. Any active or emeritus member may propose amendments to the Bylaws by submitting them in writing to the secretary at least sixty (60) days prior to the Annual Meeting. The secretary shall be responsible for seeing that all members of the Academy are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting. Adopted this 6th day of November, 2004 at the Sixteenth Annual Meeting ("Colonial Dental Conference") of the Virginia Academy of General Dentistry - Marriott West Hotel, Richmond, Virginia _______________________________ Michael Healy DDS, MEd Chairman, Constitution & Bylaws

By:

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