ARTICLE I. BOARD OF DIRECTORS
Section 1. Number and Election:
The affairs of the American Board of Endodontics (the “Board” or “ABE”) shall be managed by a Board of Directors (“BOD”). The number of Directors shall be from a minimum of nine to a maximum of twelve. Candidates for election as Directors of the ABE shall be elected by the ABE Board of Directors. The name(s) of the nominee(s) shall be forwarded to the American Association of Endodontists. Each Director shall serve a term of three years and will be eligible to be re-elected to a second three-year term. Directors shall continue in office until their successors shall be qualified and confirmed by the AAE General Assembly. No Director may serve for more than two consecutive three-year terms, except when the Director has been appointed to complete one year or less of an unfilled term.
Section 2. Qualifications:
Directors of the Board shall be Diplomates of the American Board of Endodontics.
Section 3. Vacancies:
In the event of an unanticipated BOD member vacancy, the President, with the approval of the Directors, shall appoint a successor from among Diplomates of the Board to fill the unexpired portion of the term of the vacated position. If the Diplomate selected is a past Director who has previously served two full terms, then that past Director may serve up to a maximum of one year to allow for election of a replacement prior to the AAE Annual Session.
Section 4. Powers and Duties:
The BOD shall have general power to manage the affairs and property of the American Board of Endodontics, and shall have the authority to adopt rules and regulations governing the organization, operation, and Candidate certification procedure of the Board subject to the requirements of the National Commission on Recognition of Dental Specialties and Certifying Boards as they are determined for a recognized certifying board in dentistry. The Board shall have the power to issue, revoke, or temporarily suspend certification in the specialty area of endodontics. No part of the net earnings or capital of the Board shall inure to the benefit of any individual.
Directors of the Board shall:
- Examine Candidates for certification as Diplomates of the American Board of Endodontics.
- Issue certificates to those Candidates who successfully fulfill the requirements the Board shall determine for certification.
- Formulate and execute policies and regulations with regard to the examination of Candidates for certification as Diplomates.
- Announce the time and place of examination of Candidates for certification.
- Except by waiver permit of the National Commission on Recognition of Dental Specialties and Certifying Boards, give at least one examination for each required exam phase/component, in each calendar year and announce such examination at least six months in advance.
- Maintain a current roster of all Diplomates.
- Require an annual registration fee from each Diplomate so as to assist in supporting financially the continued program(s) of the Board.
- Establish requirements for the maintenance of Diplomate status in accordance with policies and guidelines of the National Commission on Recognition of Dental Specialties and Certifying Boards.
- Encourage the study, elevate the standards, and promote and improve the practice of endodontics by representation on the appropriate Committees and Commissions of the American Dental Association and the American Association of Endodontists, and by recommending consultants for, and acting as consultants to the National Commission on Recognition of Dental Specialties and Certifying Boards in matters pertaining to advanced education and specialization in endodontics.
- Submit annually to the Board of Directors of the American Association of Endodontists and to the National Commission on Recognition of Dental Specialties and Certifying Boards data relative to the Board’s financial operations, applicant admissions, exam procedures and results thereof, and such information as the Association or National Commission may request for the conduct of their affairs.
Section 5. Meetings:
The Directors of the Board may hold meetings at such places as they may from time to time determine. Additionally, the nature of called meetings may vary from in-person to telephonic or video teleconferencing communication.
Section 6. Regular Meetings Notice:
Regular meetings of the Board may be held at any time or place as determined by the Directors and no notice of such regular meetings need be given to the American Association of Endodontists.
Section 7. Special Meetings Notice:
Special meetings of the Board may be held at any time and place upon the call of the President or of a majority of Directors. Notice of the time, place, and purpose of a special meeting of the Board shall be given by the Secretary via postal mailing or electronic mail delivery to each Director at least twenty-four hours prior to the meeting.
Section 8. Quorum:
A majority of the Directors shall constitute a quorum of the Board for transaction of business.
Section 9. Remuneration of Directors:
Directors shall be reimbursed for necessary expenses incurred in the conduct of the regular business of the Board. Any non-routine expense greater than $500 incurred individually by a BOD member must receive preauthorization by a subcommittee of the Treasurer, Vice-President, and ABE staff’s Chief Operating Officer.
Section 10. Votes/Ballots:
Postal mail or electronic ballots that do not allow for BOD open discussion may be conducted, but require a unanimous vote for approval.
Section 11. Director Removal:
At least ten days’ written notice must be sent to all Directors informing them that a meeting will be held for the purpose of removing one or more named Directors for cause. A majority vote of the Directors is required for removal.
ARTICLE II. OFFICERS
Section 1. Number and Qualifications:
The officers of the American Board of Endodontics shall be a President, Vice-President, Secretary, Treasurer, Counselor(s), and such other officers, if any, as the BOD may from time to time appoint. One person may hold more than one office. Succession of the officers shall be Vice-President to President. The Treasurer, Secretary, and Vice-President positions are open nominations by the BOD and are eligible for re-election or election to another office. All officers other than Counselor(s) must be members of the Board at the time of election.
Section 2. Election, Term and Announcements:
The officers of the American Board of Endodontics shall be elected by majority vote at a meeting on a date chosen by the BOD prior to the Annual Session of the American Association of Endodontists. They shall serve a term of one year and until their successors take office and may succeed themselves in office if so chosen by the Directors. The names of the officers shall be announced to the American Association of Endodontists and to the National Commission on Recognition of Dental Specialties and Certifying Boards through the office of the Secretary. No vote or ratification of ABE elected officers is required by AAE membership in contrast to Board nominated/elected ABE Directors.
Section 3. Removal:
Any officer may be removed from office by resigning or by a vote of the majority of the Directors of the American Board of Endodontics. In the event of a vacancy in the office of President, the Vice-president shall move to the office of President. In the event of a vacancy in the office of Secretary or Treasurer, one of the current Directors will be selected by the ABE Executive Committee and have their name submitted to the Board and there shall be an election by majority vote held by the Directors to fill the Office. A past Director will be elected by majority vote to fill a vacancy of the office of Counselor.
Section 4. President, Powers and Duties:
The President shall preside at all meetings. He/she shall have general supervision of the affairs of the Board. He/she shall consult with the Directors concerning the activities of the corporation. He/she shall have the power to sign contracts authorized by the Directors. He/she shall have the power to sign checks and shall do so in the absence or inability of the Treasurer. He/she shall perform such other duties as shall from time to time be assigned to him/her by the Directors. The President shall inform the Board of Directors of the American Association of Endodontists on matters that have potential to impact AAE business operations.
Section 5. Vice-President, Powers and Duties:
The Vice-President is responsible for supervising the financial and operational activities of the ABE. Working with the BOD, officers, and staff of the ABE, the Vice-President will plan, develop and enforce policies and objectives for the organization to ensure it maintains its values and meets established goals. He/she shall attend all Board of Directors meetings and perform such duties as shall from time to time be assigned to him/her by either the President or BOD.
Section 6. Secretary, Powers and Duties:
The Secretary shall act as Secretary of all meetings of the Board and shall keep the minutes. He/she shall serve all notices of the Board and shall supervise all records and correspondence pertaining to the Board. He/she shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Directors, and shall perform such other duties as shall from time to time be assigned to him/her by the President or BOD. He/she shall conduct all business relative to the examinations given by the Board.
Section 7. Treasurer, Powers and Duties:
The Treasurer shall have the custody of all funds and securities of the Board. He/she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Board, and shall deposit all monies and other valuables of the Board in the name of, and to the credit of the Board in such banks as the Board may designate. Whenever required by the Directors, he/she shall render a statement of his/her accounts. He/she shall at reasonable times exhibit the book(s) and accounts to any officer of the Board and he/she shall perform all duties incident to the position of Treasurer subject to the control of the Directors. When required, he/she shall give such surety as the BOD may request.
Section 8. Counselor, Powers and Duties:
The Counselor is a non-voting officer of the ABE Board with the purpose to serve the Board as a consultant, providing continuity and historical perspective. The Counselor also participates in orientation of new Directors and serves as a resource for them. He/she shall attend all Board of Directors meetings and perform such duties as shall be assigned to him/her by the BOD. After serving as a Director of the ABE, one or more former Director(s) may be selected to serve in the capacity of Counselor for a term of one year with the option to be reappointed as determined by the Board. The BOD has the authority to increase or completely eliminate Counselor positions annually, based on the needs of the ABE.
ARTICLE III. CHIEF OPERATING OFFICER STAFF POSITION
The BOD will appoint a Chief Operating Officer whose duties shall include at least the following:
- Work with the Board to develop and ensure goals & objectives.
- Manage daily business operations.
- Help to create and implement new processes and strategies to fulfill the mission of the ABE.
- Create policies to facilitate overall productivity and efficiency.
- Analyze performance and seek out opportunities for improvement.
- Coordinate with the Executive Committee to allocate budgets and resources.
- Routinely oversee operational revenue and expenditures, to include any necessary accounting or auditing functions.
- Ensure employees are trained properly and afforded appropriate professional development.
- Oversee effective messaging and communication of ABE mission and policies.
- Maintain official archival documents, policies, bylaws, etc. critical to the ABE as a dynamic organization, with rotating board members, yet generally consistent staff.
- Function as direct Supervisor for all other ABE staff positions and delegate tasks for other staff members as deemed appropriate.
- Participate as an integral team member along with the Executive Committee for any staff additions, deletions, or promotions within the organization.
- Facilitate as necessary other periodic tasks not described or yet envisioned.
ARTICLE IV. REQUIREMENTS FOR CERTIFICATION AND RECERTIFICATION
The Board Certification process consists of a Written Examination, submission of a Case History Portfolio and an Oral Examination. Successful completion of all three phases of the certification process is required to be designated a Diplomate of the American Board of Endodontics.
The Board of Directors of the American Board of Endodontics has established a recertification process. The process was established to foster and facilitate life-long learning in the specialty of endodontics. For those individuals making Preliminary Application after January 1, 1997, the Board of Directors of the American Board of Endodontics will issue ten-year time-limited certificates. Recertification will be required of these Diplomates every ten years. The requirements for recertification shall include the manner and form of a process as established by the Directors of the American Board of Endodontics.
From time to time, the Board shall cause to be published the current requirements for certification and recertification. The American Board of Endodontics will disseminate this information to all interested parties upon request. In addition, this information will be published in the Policies and Procedures Manual of the ABE.
At all times the decision as to whether an individual qualifies to be certified as a Diplomate of the Board rests solely within the Board’s discretion. The Board’s decision is final.
ARTICLE V. CONTRACTS, ACCOUNTS AND INVESTMENTS
Checks, Notes, Contracts, etc.:
The Directors are authorized to select such depositories as they shall deem proper for the funds of the Board and shall determine who shall be authorized on the Board's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
Section 2. Investments:
The funds of the Board may be retained in whole or in part in cash or be invested in such property, real, or personal, or otherwise, or stocks, bonds, or other securities, as the Directors in their uncontrolled discretion may deem desirable, without regard to limitations, if any, now imposed or which may be hereafter imposed by law regarding such investments.
ARTICLE VI. OFFICE AND BOOKS
Section 1. Office:
The office of the Board shall be that of the Chief Operating Officer or at such other place as the Directors may from time to time determine.
Section 2. Books:
There shall be kept at the office of the Board correct books of account of the activities and transactions of the Board, including a copy of the Certificate of Incorporation, a copy of these Bylaws, a copy of the ABE Policies and Procedures Manual, and all meeting minutes of the Board.
ARTICLE VII. CORPORATE SEAL
The Corporation shall have a corporate seal bearing the name, "American Board of Endodontics." The fiscal year of the corporation shall end on the last day of June of each year.
ARTICLE VIII. PARLIAMENTARY AUTHORITY
The Standard Code of Parliamentary Procedure (Sturgis) shall be the parliamentary authority at all meetings of the BOD.
ARTICLE IX. AMENDMENTS
The Bylaws may be amended, added to, or repealed by the Directors either by (a) majority vote of those present and constituting a quorum at any meeting of the Board, provided that notice of the Bylaws provisions to be amended shall have been sent to each Director of the Board at least thirty (30) days in advance of such meeting, or (b) unanimous vote of the Directors of the Board.
ARTICLE X. WAIVER OF NOTICE
Whenever the Directors of the Board are authorized to hold any meeting or to take any action after notice or after the lapse of any prescribed period of time, such meeting may be held or such action taken without such notice or without such lapse of time, provided that every Director, who shall not be present at such meeting or participate in such action, waives such notice or such lapse of time, in writing.
ARTICLE XI. REGISTRATION FEES
Annual registration fees shall be determined by the Board of Directors. The Board also is empowered to set special assessments for Active Diplomates.
Annual registration fees are payable on January 1 of each year. A Diplomate shall be delinquent after March 1. Special assessments are payable 30 days after notice of the assessments are sent to Active Diplomates. Fees from new Diplomates will be due on January 1 of the year immediately following the calendar year Diplomate status was attained.
Failure to pay dues by March 1, failure to pay special assessments, and/or if applicable, not completing the recertification requirements as listed in the ABE Policy and Procedures Manual by the due date shall automatically deny a Diplomate the right to be listed in the Active Diplomate list on the ABE website and the “Find a Board-Certified Endodontist” database on the AAE website.
Section 4. Retired Diplomates:
Diplomates who have remained in good standing and have completely retired from compensated teaching and/or practice of endodontics are eligible for retired status upon written request to the Board. If a Diplomate in retired status returns to active status due to compensated teaching and/or the practice of endodontics and is required to recertify, then the Diplomate must comply with and continue the recertification and maintenance dues process until compensated teaching and/or the practice of endodontics is completed. The parameters and timelines for that would be the same as if retired status had not previously been enacted. All associated requests regarding retired status may be submitted by email to email@example.com. Retired Diplomate status shall become effective on January 1 of the year following retirement approval by the BOD. Annual membership dues will no longer be required for Diplomates in approved retired status.
Section 5. Disabled Diplomates:
An Active Diplomate who is unable to engage in any duties of the dental profession for a period of one year because of a medical disability, and who was an Active Diplomate in good standing at the time the disability occurred, shall be exempt from the payment of registration fees and special assessments and shall remain in good standing during the period of disability. A permanently Disabled Diplomate, to be exempt from the payment of fees and assessments, shall submit to the Secretary a medical report attesting to said permanent disability. A temporarily Disabled Diplomate, to be exempt from the payment of fees and assessments, shall also submit a medical report that must be renewed annually. Disabled Active Diplomates shall be listed in the online Active Diplomate list as Active (Registered) Diplomates.
ARTICLE XII. TERMINATION AND REINSTATEMENT
The following are grounds for immediate termination of Active Diplomate status: (a) failure to pay registration fees, failure to pay special assessments, and/or if applicable, not completing the recertification requirements as listed in the ABE Policy and Procedures Manual as provided in Articles XI, XII or (b) submission of resignation.
Active Diplomate status terminated for non-payment of fees, special assessments, and/or if applicable, not completing the recertification requirements as listed in the ABE Policy and Procedures Manual shall be reinstated by payment of all past and current fees and special assessments within three years after payment is due. If fees or special assessments are in arrears for more than three years, a person must submit a written request for reinstatement, pay all past-owed dues and assessments, pay a special assessment in the amount of $500.00, and fulfill all outstanding requirements associated with their certification.
Active Diplomate status terminated by retirement shall be reinstated by formal application to the Board for reinstatement and payment of all current fees and special assessments.
ARTICLE XIII. DISCIPLINARY ACTION OF CANDIDATES FOR BOARD CERTIFICATION
The Board may terminate or suspend a Candidate in the process of achieving Board Certification if the Board, after due and thorough consideration and upon the affirmative vote of two-thirds of the Directors, determines within its discretion that the Candidate:
a. Engaged in irregular conduct relating to the examination process, whether or not such conduct affected the Candidate's own examination. This includes violation of the Candidate's confidentiality agreement during or after the examination process.
b. Has been convicted of a felony relating to the practice of dentistry.
c. Has had a license to practice dentistry in any jurisdiction involuntarily surrendered, revoked or limited in any way.
d. Has engaged in serious professional or other misconduct which adversely reflects upon professional competence or integrity.
e. Has made a material misrepresentation or omission in any communication with the Board.
f. Fails or refuses to cooperate reasonably with an investigation by the Board of a matter which could lead to revocation.
g. Is otherwise unqualified.
ARTICLE XIV. REVOCATION OF CERTIFICATION
Certificates issued by the Board are the property of the Board and are issued pursuant to its rules and regulations. Each certification is issued to an individual endodontist who agrees to revocation and return of the certificate in the event that the Board, in its sole discretion, determines that a Diplomate:
a. Received the certificate, but was in some respect not properly qualified to receive it, whether or not this fact was known to or could have been ascertained by the Board.
b. Engaged in irregular conduct relating to the examination process, including cheating or breaches in confidentiality related to the exam and/or any dissemination of exam materials or contents prior to, during, or after the examination, whether or not such conduct affected the Diplomate's own examination.
c. Has been convicted of a felony relating to the practice of dentistry.
d. Has had a license to practice dentistry in any jurisdiction involuntarily surrendered, revoked or limited in any way.
e. Has engaged in serious professional or other misconduct which adversely reflects upon integrity or professional competence.
f. Has made a material representation or omission in any communication with the Board.
g. Fails or refused to cooperate reasonably with an investigation by the Board of a matter which could lead to revocation.
h. Fails to recertify, if the Diplomate was awarded a ten-year timed-limited certificate.