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BYLAWS
Edward H. Angle Society of Orthodontists, Inc.

Table of Contents

Article I. Name and Official Statements

A. Name

B. Offices

C. Language
Article II. Preamble and Statement of Purposes

A. Preamble

B. Statement of purpose
Article III. Membership

A. The International Organization

B. The Component Organization

C. Duties and Privileges of Members

D. Regulations Governing Component Societies

E. The Plan of Organization
Article IV. Officers

A. Principal Officers

B. Other Officers

C. Nomination

D. Election

E. Vacancy

F. Officers Duties

G. Removal
Article V. The Governing Body

A. The Governing Body

B. Duties of the Governing body

C. Meetings
Article VI. Finances

A. Contracts

B. Dues, etc.

C. Books and Records
Article VII. Membership Meetings

A. General Membership

B. Responsibility for Meetings
Article VIII. Committees
Article IX. Quorum
Article X. Amendments
Article XI. Voting
Article XII. Discipline and Judicial Procedure

A. Discipline of Members

B. Type of Discipline

C. Disciplinary Proceedings

D. Termination of Membership

E. Disclaimer

F. Nondiscrimination
Article XIII. Parliamentary Authority
Article XIV. Standing Rules
Article XV. Dissolution
Article XVI. Dispute Resolution

ARTICLE I. NAME AND OFFICIAL STATEMENTS
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  1. The Name of This Organization is:
    THE EDWARD H. ANGLE SOCIETY OF ORTHODONTISTS, INC.
    1. Hereinafter referred to as any of the following designations:
      1. The Edward H. Angle Society of Orthodontists
      2. EHASO (pronounced as letters)
      3. The Angle Society
      4. The Society
  2. OFFICES
    1. The Principal Office of the Society incorporated in the State of Wisconsin, shall be located in Wisconsin. The Society may have other office locations as designated by the Board of Directors.
    2. The registered Corporate Office is maintained in the State of Wisconsin as required by the Wisconsin Business Corporation Law. This office shall be the same as the Principal office except as may be required or designated by The Board of Directors.
    3. This Organization is a registered Wisconsin Nonstock Corporation, #6A07311, organized as a Professional Organization existing in perpetuity.
  3. LANGUAGE
    1. The English language shall be the only official language of the Angle Society.

ARTICLE II. PREAMBLE AND STATEMENT OF PURPOSE
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  1. The desire of the founders of this organization was to create a society of men and women with common ideals and knowledge, and the nucleus around which this was to be built was the active membership of the Edward H. Angle Society of Orthodontists which was dissolved at the time of Dr. Angle's death in 1930. This nucleus constituted the original EHASO. The members of the EHASO were divided geographically and constituted, in their several localities, the Active membership of the Component or working societies. It was intended that the doors of the Society be left open to deserving orthodontists who were desirous of affiliating themselves with Dr. Angle's followers, regardless of their training or former connections. The Component Society is the portal through which they enter. These bylaws define and describe the privileges, responsibilities, and obligations which are incumbent upon the members of this society. They will outline its organizational structure, the rules governing each type of membership and the principles which will guide its operation as a society of orthodontists whose goal is the advancement of the Art and Science of Orthodontics and who are guided by the principles of personal conduct and professional integrity which were established by Dr. Edward H. Angle, in whose memory the Society was formed. This preamble is included in order to set forth in concrete form the spirit of the Edward H. Angle Society of Orthodontists. It has for its purpose the guidance of those upon whom may fall the responsibility of amending or modifying this instrument in the future.
  2. The purposes of this Society shall be in conformity to the preamble.
    1. To foster, support, encourage and advance the dental profession and the specialty of Orthodontics.
    2. To promote excellence in Orthodontics.
    3. To design and conduct professional meetings at regular intervals for interprofessional discourse in research, clinical practice, and for the dissemination of current knowledge and practice principles in the specialty of Orthodontics.
    4. To promote and encourage high educational standards for the education and motivation of Orthodontists.
    5. To provide administrative and judicial duties for the membership of The Edward H. Angle Society of Orthodontists in carrying out their decisions and programs.
    6. To promote and encourage the members of the Angle Society to participate in research and studies suitable for publication in The Angle Orthodontist.

ARTICLE III. MEMBERSHIP
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  1. The International Organization (EHASO)
    1. The membership of the EHASO shall consist of five (5) classes of members: Active members, Active members-at-large, Senior members, Affiliate members and Honorary members as may be subsequently elected.
    2. The Classification and Definition of Membership:
      1. ACTIVE MEMBERS shall consist of those who have been elected to Active membership in a Component Society of the EHASO. Active members shall have the right to vote and hold office.
      2. ACTIVE MEMBERS-AT-LARGE shall include those who are eligible for Active membership in a Component Society, but who reside and practice outside of the geographic boundaries of the existing various Components, which location makes it impractical or impossible to meet all of the attendance requirements for meetings of the Component or EHASO, but who fulfill all other requirements for membership. They may be elected as an Active member-at-large of any Component Society. Such membership would make the individual also a member-at-large of the EHASO. Active members-at-large shall have the right to vote and hold office.
      3. SENIOR MEMBERS are those members who have been so elected at the discretion of the individual Component Societies. To be eligible for such membership, the recipient must have been an Active member for twenty-five (25) years or have reached the age of sixty-five (65). Members in this status may attend scientific or other sessions, taking part if asked or if they so desire, but are not otherwise obligated to do so. Senior members shall have the right to vote and hold office. There are two categories of senior membership:
    3. SENIOR ACTIVE: Members who are still in active practice (full or part time and/or engaged in orthodontic education with significant remuneration). They shall pay dues, assessments, contribute to the Memorial fund and subscribe to The Angle Orthodontist journal the same as Active members, and be identified as Senior Active in the Component rosters.
    4. SENIOR RETIRED: Members who are fully retired from the active practice of Orthodontics with no significant remuneration from teaching or other allied professional activities shall not pay dues, assessments or contribute to the Memorial fund. Their subscriptions to The Angle Orthodontist are entirely optional.
      1. AFFILIATE MEMBERS are those who are elected by a Component Society as candidates for membership in that Component. Affiliate members cannot hold office or vote.
      2. HONORARY MEMBERS shall consist of those who have contributed to the advancement of the science of Orthodontics or to the welfare of the members of this Society and have been duly elected according to the provisions of the bylaws. Honorary members cannot hold office or vote.
  2. The Component Organization
    1. The Membership of the Component Society shall consist of four (4) classes of members: Active members, Active members-at-large, Senior members (Active and Retired), and Affiliate members.
    2. Classification and Definition of Membership:
      1. ACTIVE MEMBERS of a Component Society are also Active members of the EHASO.
      2. ACTIVE MEMBERS-AT-LARGE of a Component Society are also Active members-at-large of the EHASO.
      3. SENIOR MEMBERS of a Component Society are also Senior members of the EHASO.
      4. AFFILIATE MEMBERS are those who are related to a Component Society as candidates for Active membership in that Component. They are also Affiliate members of the EHASO.
    3. Rules Governing Admission To Membership
      1. AFFILIATE MEMBERSHIP shall be by invitation only and such invitation shall be issued by one of the regularly constituted Components of the Angle Society under the following guidelines:
        1. Invitation Procedures
          1. An Active member shall submit a request in writing to the Board of Directors or the Executive Committee of the Component that an invitation be extended to the proposed candidate.
          2. Upon the unanimous approval of the Board of Directors or the Executive Committee the name of the candidate shall be proposed to the membership of the Component at a regular meeting. Failing a unanimous vote by the Board of Directors or the Executive Committee the proposer may ask for consideration by the membership of the Component.
          3. Upon an affirmative three-quarter majority of a mail or electronic ballot of the Component members entitled to vote, the candidate shall be notified of the election to Affiliate membership and shall be informed of the names of the candidate’s sponsors. A minimum of two sponsors shall be assigned to each Affiliate by the Board of Directors or the Executive Committee and shall be responsible for the candidate during the period of the candidate’s Affiliate membership.
      2. Minimum Requirements The following minimum requirements for Affiliate members are set by The Edward H. Angle Society of Orthodontists.
        1. The principles and objectives of the EHASO, as contained in the articles of incorporation, preamble, and these bylaws shall be explained to the Affiliate member who must subscribe to them thereto.
        2. The minimum period of Affiliate membership shall be for two (2) years.
        3. The Affiliate member shall submit, during the period of Affiliate membership, a written contribution acceptable to the Component Society and suitable for consideration for publication in The Angle Orthodontist journal.
        4. In addition to the above, the Affiliate member shall be required to meet all scientific and clinical requirements set forth by the Component Society to which the Affiliate has been invited.
        5. In addition to the above, the Affiliate member shall be required to meet all scientific and clinical requirements set forth by the Component Society to which the Affiliate has been invited.
        6. The Affiliate shall be expected to attend all Component Society meetings except in the case of an Affiliate who is a candidate for Active member-at-large. In this instance because of geographic remoteness of the candidate to the meeting place, the Component may waive or establish special attendance requirements.
        7. Nothing contained herein shall prevent a Component Society or the EHASO from giving such tests, written, oral or practical, as may be deemed necessary to determine the qualifications for membership of any candidate.
      3. Active Membership may be granted by a Component to a candidate who has successfully completed the minimum requirements by an Affiliate member. The Affiliate shall be elected to Active membership by an affirmative three-quarter (3/4) majority of a mail or electronic ballot of the members entitled to vote at the Affiliate’s Component Society, following the recommendation of the Board of Directors or the Executive Committee. Such member shall thereupon become an Active member of the EHASO.
        1. Active members shall comply with all sections of these bylaws.
        2. Active members shall be required to make a contribution to the profession, acceptable to their Component Society, at least once every three (3) years.
      4. Active Membership-at-large may be granted by a Component to a candidate upon satisfactory completion of the minimum requirements by an Affiliate member. Such members shall thereupon become Active members-at-large of the EHASO.
        1. All Active members-at-large shall comply with all sections of these bylaws.
        2. Active members-at-large shall be required to make a contribution to the profession acceptable to their Component Society at least once every three (3) years.
      5. Senior Membership shall be conferred at the discretion of the individual Component Societies. To be eligible for such membership the recipient must have been an Active member or an Active member-at- large for twenty-five (25) years or have reached the age of sixty-five (65).
        1. Other members who have retired from active practice for physical or health reasons may be granted senior membership status upon approval by the EHASO Board of Directors following petition submitted by the individual Component Society and with the approval of the Component Executive Committee.
      6. Honorary Membership may be proposed to the Board of Directors of the EHASO at any Regular Biennial meeting of that Society.
        1. The candidate shall be elected by three-fourths (3/4) majority by a mail or electronic ballot sent to voting EHASO members, following recommendations by the Board of Directors.
  3. DUTIES AND PRIVILEGES OF MEMBERS
    1. It shall be the duty of each member to subscribe to the principles of membership as set forth in the articles of incorporation, preamble and bylaws; to uphold the honor and dignity of the EHASO and the Component Society; to discharge all duties, both professionally and personally, in a manner as to bring no reproach upon such member, the Society, or the profession.
    2. Each member shall be expected to attend all meetings of the Component Society and otherwise support them and shall contribute to the program of such meetings according to their ability.
    3. Members-at-large may receive special consideration relative to attendance requirements because of geographic remoteness.
    4. Any member of the Society whose conduct may be detrimental to the advancement of orthodontics or to the best interests of the Society or fails to comply with the articles of incorporation or bylaws shall be subject to the disciplinary procedures which are set forth in these bylaws.
  4. REGULATIONS GOVERNING COMPONENT SOCIETIES
    1. The following Component Societies shall comprise the EHASO.
      1. Eastern Component (Angle East)
      2. Midwest Component (Angle Midwest)
      3. North Atlantic Component (Angle North Atlantic)
      4. Northern California Component (Angle Northern California)
      5. Northwest Component (Angle Northwest)
      6. Southern California Component (Angle Southern California)
      7. Southwest Component (Angle Southwest)
    2. Each Component shall draw up its own form of organization which shall in no way conflict with the Articles of Incorporation and Bylaws of the Edward H. Angle Society of Orthodontists, Inc. Such organizational forms and subsequent amendments thereto must be submitted for approval to the Board of Directors of the EHASO.
    3. All Component Societies shall provide in their form of organization that admission to Active membership and Affiliate membership in these Societies shall require from prospective members subscription to the principles governing membership; that is, they shall subscribe to the objectives of the Angle Society as set forth in the articles of incorporation, preamble and bylaws.
    4. The Formation of New Components:
      1. New Components may be set up in accordance with geographic needs. In all cases, application must be made through the EHASO for recognition, and sanction must be granted by a majority vote of the voting members of the EHASO, all members having had an opportunity to vote either in person or by electronic ballot.
      2. New Component Societies may be proposed by a minimum of five (5) Active members who collectively reside in a common geographical area outside of geographical jurisdiction of any of the existing Component Societies.
      3. New Component Societies may be proposed by a minimum of five Active members who collectively reside in a common geographical area within the geographical jurisdiction of an existing Component Society when such component size or area make it desirable to divide an existing Component into small more contiguous Component areas.
      4. The proposers of such a new Component Society must submit a proposed set of bylaws for the new proposed Component that in no way conflicts with the articles of incorporation, preamble or bylaws of The Edward H. Angle Society of Orthodontists, Inc.
      5. A new Component Society may be proposed by three-fourths (3/4) vote of the EHASO Board of Directors in the extraordinary circumstance of an existing Society identified to resemble closely the structure, membership and purpose of the EHASO and its existing Component Societies.
      6. A new Component Society will be deemed created when the majority of the voting members of the EHASO have voted approval, and the Board of Directors have approved the proposed bylaws.
    5. Annexing States to Existing Components
      1. A Component may annex a state that does not belong to any other Component.
        1. The Board of Directors or the Executive Committee of the Component wishing to annex a state must submit a request to the Board of Directors of the EHASO.
        2. Approval of the annexation is subject to the vote of the Board of Directors of the EHASO.
      2. A Component may annex a state or geographic area which is within the boundaries of another Component under the following conditions:
        1. The Board of Directors or the Executive Committee of the Component wishing to annex a state or area must obtain written permission from the Board of Directors or the Executive Committee of the Component within which said state or area lies.
        2. The Board of Directors or the Executive Committee of the Component wishing to annex a state or area must obtain written permission from a three-fourths (3/4) majority of the Component members within the state or area.
        3. The Board of Directors or the Executive Committee of the Component wishing to annex a state or area must submit a written request to do so to the Board of Directors of the EHASO.
        4. Approval of the annexation is subject to the vote of the Board of Directors of the EHASO.
  5. THE PLAN OF ORGANIZATION
    1. The Angle Society shall be composed of Active, Active at-large, Senior, Affiliate and Honorary members of the Society.
    2. These members shall be divided geographically and constitute, in their several localities, the membership of the Component Societies.
      1. The geographic boundaries of the various Components are outlined on the following map.
      2. The Geographic boundaries of the various Components are:
        1. The Angle Northwest Component includes:
          Washington
          Oregon
          Idaho
          Montana
          Alaska
          British Columbia, Canada
          Alberta, Canada
        2. The Angle Northern California Component includes:
          Northern California (using a line drawn from Santa Maria to Bakersfield to Las Vegas, Nevada extended onto the Arizona state line.)
          Hawaii
          Nevada (North of the line described above)
        3. The Angle Southern California Component includes:
          Southern California (south of a line drawn from Santa Maria to Bakersfield to Las Vegas, Nevada extended onto the Arizona state line.)
          Southern Nevada (south of the same line)
        4. The Angle Midwest Component includes:
          Minnesota
          Louisiana
          Iowa
          Mississippi
          Missouri
          Alabama
          Wisconsin
          Michigan
          Illinois
          Ohio
          Kentucky
          Arkansas
          Indiana
          North Dakota
          South Dakota
          Nebraska
          Kansas
          Saskatchewan, Canada
          Manitoba, Canada
        5. The Angle Southwest Component includes:
          Arizona
          Texas
          Colorado
          Oklahoma
          New Mexico
          Utah
          Wyoming
        6. The Angle East Component includes:
          New York (that portion divided by a line that separates the counties of Delaware, Schoharie, Albany, and Rensselaer on the north and the counties of Sullivan, Ulster, Greene and Columbia on the south. It includes the southern portion of NY)
          Vermont
          Washington, DC
          New Hampshire
          New Jersey
          Maine
          Delaware
          Massachusetts
          Maryland
          Connecticut
          Rhode Island
          New Brunswick, Canada
          Quebec, Canada
          Prince Edward Island
          Newfoundland
          Nova Scotia
        7. The Angle North Atlantic Component includes:
          New York (northern portion-boundaries listed above with Angle East Component)
          Pennsylvania
          Tennessee
          West Virginia
          Virginia
          North Carolina
          South Carolina
          Florida
          Georgia
          Washington, DC
          Ontario, Canada
      3. Membership in a Component outside the person's geographic area.
        1. A person may become a member of a Component Society in whose geographical jurisdiction that person does not practice, under unusual and extenuating circumstances and subject to the following conditions: Another Component that wishes to invite such person into membership must first obtain written permission of the Governing Body of the Component in which such person practices. Prospective members whose geographical practice location is not in any Component’s jurisdiction at the time may be invited into any Component without prejudice, limits or pre-approval.
          1. A Component Society may not invite into membership more than two (2) persons each year who practice in the geographical jurisdiction of other Components.
          2. The names of persons who are invited into membership by a Component in which they do not practice under these conditions must be reported to the Secretary of the EHASO.
          3. In the event of a disagreement between Components, all action on membership of such persons shall be suspended and the matter referred to the Board of Directors of the EHASO for adjudication.
        2. Inter-Component Transfers
          1. Members in good standing may transfer from one Component to another under the following conditions.
            1. The member must obtain written permission of the Governing Body of the Component Society from which the member wishes to transfer.
            2. The member must obtain written approval of the Governing Body of the Component to which the member wishes to transfer.
            3. The member must receive approval of a three-fourths (3/4) majority vote of a mail or electronic ballot of all voting members of the Component to which the member wishes to transfer.
            4. A member who moves a practice into the territory of a Component other than that in which the member holds membership, may retain the existing membership or may seek membership in the Component into whose territory the member has moved.

ARTICLE IV. OFFICERS
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  1. The principal officers of the EHASO shall be:
    1. President
    2. Vice President
    3. Secretary
    4. Treasurer
  2. Other officers may be appointed by the Board of Directors biennially as necessary to conduct the affairs of the EHASO. These appointees will serve as ex-officio members of the Board of Directors without vote.
    1. The elected Treasurer of the E.H Angle Education and Research Foundation, Inc. shall be appointed an ex officio member of the Board of Directors of the EHASO.
    2. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice President.
  3. The principal officers of the EHASO shall be nominated by the members of the Board of Directors.
  4. Election and Term of Office.
    1. The principal officers of the Society shall be elected by the members of the EHASO every two (2) years at a biennial meeting of the Angle Society.
    2. Each officer shall hold office until a successor shall have been duly elected, or until the resignation, removal or death of that officer.
    3. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Society will be served thereby.
  5. Vacancy
    1. A vacancy in any principal office because of death, resignation, removal or otherwise shall be filled by vote of the Board of Directors for the unexpired portion of the term.
  6. Officers' Duties
    1. The President
      1. The President shall be elected from among the directors and shall be the principal executive officer of the EHASO.
      2. When present, preside as chairperson of all meetings of the members and of the Board of Directors.
      3. Exercise active supervision of the business, property and affairs of the EHASO.
      4. Have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the EHASO as the President shall deem necessary, to prescribe their powers, duties and compensations, and to delegate authority to them.
      5. Such agents and employees shall serve at the discretion of the President.
      6. Have authority to sign, execute, and acknowledge, on behalf of the EHASO, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the EHASO’s regular business or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, the President may authorize any other officer or agent of the EHASO to sign, execute and acknowledge such documents or instruments in the President’s place and stead.
      7. In general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
    2. The Vice President
      1. In the absence of the President, or in the event of the President’s death, inability or refusal to act, or in the event for any reason that it shall be impracticable for the President to act personally, the Vice President shall perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President.
      2. Perform such other duties and have such authority as from time to time may be assigned by the President or by the Board of Directors.
    3. The Secretary
      1. The Secretary shall keep the minutes of the meetings and of the Board of Directors during their respective meetings.
      2. See that all notices are duly given in accordance with these bylaws or as required by law.
      3. Be custodian of the Corporate records and of the Seal of the Society and see that the Seal of the Society is affixed to all documents the execution of which on behalf of the Society under its Seal is duly authorized.
      4. Keep or arrange for the keeping of a register of the Post Office address of each member which shall be furnished to the Secretary by all members.
      5. In general perform all duties incident to the office of the Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the Secretary by the President or by the Board of Directors.
      6. Work with the Treasurer and Central Office regarding the administration of EHASO annual member dues, assessments, subscription fees, and EHASO materials for sale.
    4. The Treasurer
      1. The Treasurer shall have charge of and custody of all funds and securities of the EHASO.
      2. Keep or arrange for the keeping of the correct books of account and exhibit said books and accounts at any reasonable time and place when called upon to do so by the Board of Directors and furnish statements when required by the resident or by the Board of Directors.
      3. In general perform all of the duties incident to the office of Treasurer, and have such duties and exercise such other authority as from time to time may be delegated or assigned by the President or Board of Directors.
      4. Work with the Secretary and Central Office regarding the administration of EHASO annual member dues, assessments, subscription fees, and EHASO materials.
        1. Records of all collections are to be kept in a manner suitable for IRS audit purposes.
      5. Disbursement of funds.
        1. Records, ledgers and forms shall be maintained to adequately detail all transactions for audit purposes.
      6. Upon completion of collection of annual dues, assessments and subscription fees, a statement of all account and fund balances shall be forwarded to the Officers and Directors of the EHASO.
      7. A biennial audit of the EHASO’s finances will be completed by a Certified Public Accountant and presented to members of the Board of Directors.
      8. The Treasurer shall manage the funds in a fiscally responsible manner and in concert with the Board of Directors and Officers of the EHASO.
  7. G. Removal of Officers
    1. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Angle Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE V. THE GOVERNING BODY
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  1. The governing body of the EHASO shall be a Board of Directors, consisting of one director elected by and from each Component Society.
    1. The elected directors of the Board of Directors shall serve for seven (7) years and shall be elected by the Component Societies at their first regular business meeting every seventh year or serve for a fractional term of less than seven (7) years to comply with Article V.A.2 below.
    2. The Component Societies shall elect their directors in the year after hosting the International Biennial Meeting of the EHASO and in the following order:
      2008 Angle East
      2010 Angle Southwest
      2012 Angle North Atlantic
      2014 Angle Northwest
      2016 Angle Southern California
      2018 Angle Midwest
      2020 Angle Northern California
    3. Component election of Directors shall follow this rotation thereafter.
  2. DUTIES OF THE GOVERNING BODY
    1. The duties of the Board of Directors shall be:
      1. To act as the administrative and executive body of the Society. They shall have the power to make proposals governing the policies of the EHASO.
      2. Have the sole power of making recommendations for Honorary membership.
      3. Determine the time and location for the Biennial Meeting of the Angle Society.
      4. Act as the nominating committee for the nomination of the officers of the Angle Society.
      5. Have charge of all business of the Angle Society not otherwise provided for.
      6. Act as final appellate body in cases involving punishment or discipline of members.
      7. Exercise prudent control of the finances and assets of the Angle Society.
      8. The Board of Directors shall have the power to appoint any person to act as assistant to any officer or as agent in that officer’s stead, and such assistant or acting officer or other agent so appointed shall have the power to perform all the duties of the office to which they are so appointed to be assistant or as to which they are so appointed to act, subject to such limitations as the Board of Directors shall prescribe.
      9. Shall determine from time to time salaries or compensations of the Secretary and other officers or appointees.
  3. MEETINGS OF THE BOARD OF DIRECTORS
    1. Regular Meetings
      1. A regular meeting shall be held without notice, other than this bylaw, at the Biennial Meeting of the EHASO.
      2. The Board of Directors may provide by resolution, the time and place for holding additional regular meetings without notice other than such resolutions.
    2. Quorum Defined
      1. A majority of five (5) of the number of directors as fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting.
      2. The act of the majority of the directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.
    3. Special Meetings
      1. Special meetings of the Board of Directors may be called at the request of the President or any three of the elected officers or directors. The person or persons calling such meeting may determine the time and place for holding any meeting called by them.
      2. Notice of any special meeting shall be given not later than six (6) weeks prior thereto by electronic or receipted mail to each director at his business address unless an emergency exists.
      3. The business of a special session shall be limited to that stated in the official call except by unanimous consent of those in attendance.
    4. Other Meetings
      1. Any action required or permitted by the Articles of Incorporation or bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution, may be taken without a formal meeting.
        1. Telephone conference may be utilized in accordance with Article V.C.3.
        2. Written communication may be utilized in accordance with Article V.C.3.
  4. D. Committees of Board
    1. Committees: The board, by resolution adopted by a majority of the entire board, may designate from among its members a committee consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

ARTICLE VI. FINANCES
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  1. Contracts, Loans, Checks, Deposits and Assignment of Securities
    1. Contracts
      1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of the Society, and such authorization may be general or confined to specific instances.
    2. Loans
      1. No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors with prior approval of the membership. Such authorization may be general or confined to specific instances.
    3. Checks, Drafts and Legal Tender
      1. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the EHASO shall be signed by such officer or officers, agent or agents, and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
    4. Deposits
      1. All funds of the EHASO not otherwise employed shall be deposited from time to time to the credit of the Angle Society in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.
  2. Expenses, Assessments and Dues
    1. Dues payable from the membership to the EHASO shall be set by the Board of Directors and shall include a subscription to THE ANGLE ORTHODONTIST, the official publication of the Society.
      1. Annual dues to the EHASO shall be collected by the Central Office, Secretary and Treasurer from all Active members, Active members-at-large, Senior active members, and Affiliate members and forwarded to the EHASO Treasurer the year preceding that for which they are being paid.
      2. If applicable, the EHASO Treasurer will remit to the E.H. Angle Education and Research Foundation's Treasurer, the subscription fees for THE ANGLE ORTHODONTIST collected from the EHASO’s members.
      3. Dues not fully paid prior to the delivery of the first issue of THE ANGLE ORTHODONTIST are delinquent and may be cause for suspension and/or termination of membership in the Angle Society.
    2. Special Assessments
      1. Other assessments as determined by The Board of Directors may apply from time to time. Funds will be managed and collected in the same manner as for EHASO dues.
    3. Indemnification of The Directors and Officers
      1. The EHASO shall subscribe to Directors and Officers (D&O) insurance to indemnify its members serving in these service positions at the EHASO.
  3. Books and Records
    1. The corporation shall keep correct and complete books and records of accounts.

ARTICLE VII. MEMBERSHIP MEETINGS
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  1. Meetings of the General Membership
    1. The EHASO shall hold meetings at least every two (2) years, at a time and place to be determined by the Board of Directors.
    2. The Component Societies shall each hold at least one meeting a year and as many more as each Component Society may deem expedient.
  2. Responsibility for the EHASO International Biennial Meetings
    1. Component Society rotation
      2015 Angle Southern California
      2017 Angle Midwest
      2019 Angle Northern California
      2021 Angle East
      2023 Angle Southwest
      2025 Angle North Atlantic
      2027 Angle Northwest
      2029 Angle Southern California
    2. Component rotation shall follow this rotation thereafter.
  3. Meeting Planning
    1. Meeting manuals (standing rules)
    2. Finances (standing rules)

ARTICLE VIII. COMMITTEES
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  1. The President, at the direction of the Board of Directors, shall appoint such committees that may be necessary to perform all functions of the EHASO. Committees shall have and exercise the authority of the Board of Directors in the management of the corporation;, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or the director by law.

ARTICLE IX. QUORUM
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  1. A quorum shall consist of ten percent of the Active membership and must include representatives from a majority of the Component Societies.

ARTICLE X. AMENDMENTS
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  1. Amendments to the bylaws
    1. Amendments may originate with the Active membership or with the Board of Directors.
    2. Proposed amendments must be approved by a three-fourths (3/4) vote of the Board of Directors.
    3. Amendments must be adopted by a two-thirds (2/3) vote of all EHASO members, all members having had an opportunity to vote, either in person or by written or electronic ballot.

ARTICLE XI. VOTING
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  1. All voting power shall be vested in the Active, Active members-at-large and Senior Membership.
    1. In the event of a mail or electronic ballot, all ballots not returned within thirty (30) days will be cast as affirmative votes.

ARTICLE XII. DISCIPLINE AND JUDICIAL PROCEDURE
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  1. Discipline of Members
    1. The Angle Society reserves the right to punish or discipline any member who exhibits conduct in a manner detrimental to the advancement of Orthodontics or to the best interests of this Society or fails to comply with the articles of incorporation and bylaws.
    2. Any action calling for discipline or punishment shall originate in the Component Society of which the accused is a member, except in the case of a Senior Retired member, an Active member-at-large, or a Honorary member. The proceedings of these three classes of membership shall originate at the EHASO level (Board of Directors).
  2. Types of Discipline and Punishment
    1. Discipline or punishment shall be by:
      1. Reprimand
      2. Censure
      3. Suspension
      4. Expulsion
  3. Disciplinary proceedings
    1. The following procedures shall be followed by the Component Society or the EHASO, whichever shall be preferring the charges.
      1. Hearing: The accused member shall be entitled to a hearing before the properly constituted agency at which said member shall be given the opportunity to present a defense to all charges brought against that member.
      2. Notice: The accused member shall be notified in writing of the charges brought against said member and of the time and place of the hearing. Such notice is to be sent by registered letter, addressed to the member’s last known business address and mailed not less than thirty days prior to the date set for the hearing.
      3. Decision:
        1. Every decision which shall result in reprimand, censure, suspension or expulsion shall be presented in writing and shall specify:
          1. The charges made against the member.
          2. The facts which substantiate any and all charges.
          3. The verdict rendered.
          4. The penalty imposed.
          5. Advisement of rights of appeal.
        2. Within ten (10) days of the date on which the decision is rendered, a copy thereof shall be sent by receipted mail to the last known address of each of the following parties:
          1. The accused member.
          2. The Secretary of the Component of which the accused may be a member.
          3. The President of the EHASO.
          4. The Secretary of the EHASO.
      4. Appeal Process
        1. The member may appeal the decision by submitting such appeal in writing to the appropriate appeal body by receipted mail within sixty (60) days after the date of mailing of the decision.
        2. Right of Appeal
          1. An accused member under sentence of reprimand, censure, suspension, or expulsion for any offense of which said member has been found guilty by the Executive Committee of the Component Society or the Board of Directors of the EHASO, shall have the right of appeal to the general membership of the Component Society to which that member belongs and then to the Board of Directors of the EHASO whose decision is final.
  4. D. Termination of membership
    1. Membership can be terminated for the following reasons:
      1. Resignation.
      2. Failure to pay pro rata share of expenses.
      3. By a two-thirds majority vote of the Executive Committee of the Component Society.
      4. By a majority vote of The Board Of Directors of the EHASO.
      5. Disciplinary proceedings ending in expulsion.
      6. Lack of attendance.
  5. Disclaimer
    1. Every member does waive the right to hold the Angle Society, its Board of Directors, officers, members and employees or any of its Component Societies, their executive committees, officers, members, and employees responsible for any damage pecuniary or otherwise in case of the conviction and punishment or disciplinary proceedings against said member.
  6. Nondiscrimination Nothing contained in these bylaws shall operate against eligibility for membership in the Angle Society or the Component Societies on the grounds of color, sex, sexual orientation religion, race, national origin, or political affiliation.

ARTICLE XIII. PARLIAMENTARY AUTHORITY
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  1. Procedures
    1. The Standard Code of Parliamentary Procedure by Sturgis shall govern all business procedure unless otherwise provided in these bylaws or standing rules.
  2. Communications
    1. All written communications of the Angle Society and its Board may be by postal mail or electronic means (facsimile, e-mail) or a combination of these methods, unless otherwise provided.

ARTICLE XIV. STANDING RULES
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  1. Rescinding, amending, modifying or suspension of the Standing Rules may be accomplished at any regular meeting by a vote of the Board of Directors.
  2. The following are standing rules:
    1. Guests are not permitted at the International Biennial Meetings, unless by special invitation. Distinguished orthodontists and other special guests may be invited by the EHASO Board of Directors only. Such invitations should be initiated through the EHASO Secretary who will poll the Board of Directors.
    2. Secretary Expenses: The EHASO shall underwrite the reasonable transportation and hotel room expenses of the Secretary of the Society incurred during attendance at the International Biennial meeting. Additionally, Biennial registration and event fees will be complimentary for this person.
    3. Introduction of New Members: All new Active members shall be introduced by their sponsors at the first general membership meeting at each Biennial Meeting of the EHASO, and the President shall welcome and introduce all Affiliate Members in attendance as a group.

ARTICLE XV. DISSOLUTION
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  1. The corporation may be dissolved by a majority of the directors present at any regular meeting, if at least thirty (30) days written notice is given of intention to dissolve the corporation. Upon dissolution of this Corporation, assets shall be distributed to the Angle Orthodontist Endowment. If this is not possible, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XVI. DISPUTE RESOLUTION
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  1. Any dispute arising out of this Society shall be arbitrated under the terms of this clause. The arbitration shall be carried out by a single arbitrator, who shall be agreed to by the parties to the dispute. If the parties cannot agree on the arbitrator, the arbitrator shall be selected by the Board. The person(s) initiating the arbitration procedure shall inform the other parties in writing of the nature of the dispute at the same time the person notifies the arbitrator. Within twenty-one (21) days after receipt of this notice, the other person(s) shall reply in writing. A arbitration meeting shall be held within thirty (30) days after the other person(s) reply. Each party shall be entitled to present whatever oral or written statements they wishe and may present witnesses. No person may be represented by an attorney or third party. The arbitrator shall make a decision in writing within fourteen (14) days after the arbitration hearing. If the person(s) to whom the demand for arbitration fails to respond within the proper time limit, the person(s) initiating the arbitration must give the other an additional seven (7) days written notice of “Intention to Proceed to Arbitration.” If there is still no response, the person(s) initiating the arbitration may proceed with the arbitration before the arbitrator, and the award shall be binding. The cost of arbitration shall be borne by the parties as the arbitrator shall direct. The arbitration award shall be conclusive on the parties and shall be set in such a way that a formal judgment can be entered thereon in the court having jurisdiction over the dispute if either party so desires.



Incorporated, October 14, 1966
Last Bylaws Revision, approved by membership vote, November 2008.

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