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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:
      1. The Central Body
2. OFFICES
   1. The Principal Office of the Society incorporated in the State of Wisconsin, shall be located in the City of Appleton, 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.

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 Orthodontia which was dissolved at the time of Dr. Angle's death. This nucleus constituted the original Central Body of the Society. The members of the Central Body were divided geographically and constituted, in their several localities, the Regular membership of the component or working societies.
   
   It was intended that the doors of the Society be left open to deserving men and women 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 men and women 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 he 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 Society to participate in research and studies suitable for publication in The Angle Orthodontist.

ARTICLE III.   MEMBERSHIP
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1. The National Organization
   1. The membership of the Central Body shall consist of five (5) classes of members: regular members, regular members at large, senior members, affiliate members and honorary members as may be subsequently elected.
   2. The Classification and Definition of Membership:
      1. REGULAR MEMBERS shall consist of those who have been elected to regular membership in a Component Society in either the predecessor Society or this Society.
      2. REGULAR MEMBERS AT LARGE shall include those who are eligible for regular 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 Central Body, but who fulfill all other requirements for membership. They may be elected as a regular member at large of any Component Society. Such membership would make the individual also a member at large of the Central Body.
      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 a regular 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:
         1. 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 regular members, and be identified as senior active in the Component rosters.
         2. 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. Subscriptions to The Angle Orthodontist may/may not be continued through their Component Society.
      4. AFFILIATE MEMBERS are those who are elected by a Component Society as candidates for membership in that Component.
      5. 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: regular members, regular members at large, senior members (active and retired), and affiliate members as may be subsequently elected.
   2. Classification and Definition of Membership:
      1. REGULAR MEMBERS of a Component Society are also regular members of the Central Body of The Edward H. Angle Society of Orthodontists, Inc.
      2. REGULAR MEMBERS AT LARGE of a Component society are also regular members at large of the Central Body of The Edward H. Angle Society of Orthodontists, Inc.
      3. SENIOR MEMBERS of a Component Society are also senior members of the Central Body of The Edward H. Angle Society of Orthodontists, Inc.
      4. AFFILIATE MEMBERS are those who are related to a Component Society as candidates for regular membership in that component.
   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 Society under the following guidelines:
         1. Invitation Procedures
            1. A regular member shall submit a request in writing to the Executive Committee or other appropriate body of the Component that an invitation be extended to the proposed candidate.
            2. Upon the unanimous approval of 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 Executive Committee the proposer may ask for consideration by the membership of the Component.
            3. Upon an affirmative three-quarter majority of a mail ballot of the members entitled to vote, the candidate shall be notified of his/her election to affiliate membership and shall be informed of the names of his/her sponsors. A minimum of two sponsors shall be assigned to each affiliate by the Executive Committee and shall be responsible for him/her during the period of his/her affiliate membership.
      2. Minimum Requirements
         The following minimum requirements for affiliate members are set by The Edward H. Angle Society of Orthodontists, Inc.
         1. The principles and objectives of the Society, as contained in the articles of incorporation, preamble, and these bylaws shall be explained to the affiliate member and he/she must subscribe thereto.
         2. The minimum period of affiliate membership shall be for two (2) years.
         3. The affiliate member shall submit, during the period of his/her affiliate membership, a written contribution acceptable to his/her 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 to which he/she has been invited.
         5. The affiliate shall be elected to regular membership by three- quarters (3/4) majority vote of the regular members present at his/her Component Society meeting following the recommendation of the Executive Committee of the Component.
         6. The affiliate shall be expected to attend all meetings except in the case of an affiliate who is a candidate for regular 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 Central Body from giving such tests, written, oral or practical, as may be deemed necessary to determine the qualifications for membership of any candidate.
      3. Regular Membership may be granted to a candidate who has successfully completed the minimum requirements for affiliate membership. Such member shall thereupon become a regular member of the Edward H. Angle Society of Orthodontists, Inc.
         1. Regular members shall comply with all sections of these bylaws.
         2. Regular members shall be required to make a contribution to the profession, acceptable to their Component Society, at least once every three (3) years.
      4. Regular Members At Large may be granted membership upon satisfactory completion of the minimum requirements for affiliate membership. Such members shall thereupon become regular members at large of The Edward H. Angle Society of Orthodontists, Inc.
         1. All regular members at large shall comply with all sections of these bylaws.
         2. Regular 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 a regular member or a regular 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 Central Body 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 Central Body at any Regular Biennial meeting of that Society.
         1. The candidate shall be elected by a three fourths (3/4) majority by a mail ballot 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 this Society; to discharge his/her duties, both professionally and personally, in a manner as to bring no reproach upon such member, the Society, or his/her profession.
   2. Each member shall be expected to attend all meetings of the Society and otherwise support them and shall contribute to the program of such meetings according to his/her 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 comprise the Central Body.
      1. Eastern Component
      2. North Atlantic Component
      3. Midwest Component
      4. Northwest Component
      5. Northern California Component
      6. Southwest Component
      7. Southern California Component
   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 Central Body.
   3. All Component Societies shall provide in their form of organization that admission to regular membership and affiliate membership in these Societies shall require from prospective members subscription to the principles governing membership; i.e. they shall subscribe to the objects of the 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 this Society for recognition, and sanction must be granted by a majority vote of the voting members, all members having had an opportunity to vote either in person or by written ballot.
      2. New Component Societies may be proposed by a minimum of five (5) regular 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 regular 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 the 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, bylaws of The Edward H. Angle Society of Orthodontists, Inc.
      5. A new Component Society will be deemed created when the majority of the members of the Central Body 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 Executive Committee of the Component wishing to annex a state must submit a request to the Board of Directors of the Central Body.
         2. Approval of the annexation is subject to the vote of the Board of Directors of the Central Body.
      2. A Component may annex a state or geographic area which is within the boundaries of another Component under the following conditions:
         1. The Executive Committee of the Component wishing to annex a state or area must obtain written permission from the Executive Committee of the Component within which said state or area lies.
         2. 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 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 Central Body.
         4. Approval of the annexation is subject to the vote of the Board of Directors of the Central Body.
5. THE PLAN OF ORGANIZATION
   1. The Society shall consist of a Central Body composed of regular, regular members 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 map on the following page.
      2. The Geographic boundaries of the various Components are:
         1. The Northwest Component includes:
            Washington
            Oregon
            Idaho
            Montana
            Alaska
            British Columbia, Canada
            Alberta, Canada
            
         2. The Northern California Component includes:
            Northern California (using a line drawn from Santa Maria to Bakersfield to Las Vegas, Nev. extended onto the Arizona state line.)
            Hawaii
            Nevada (North of the line described above)
            
         3. The Southern California Component includes:
            Southern California (south of a line drawn from Santa Maria to Bakersfield to Las Vegas, Nev. extended onto the Arizona state line.)
            Southern Nevada (south of the same line)
            
         4. The 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 Southwest Component includes:
            Arizona
            Texas
            Colorado
            Oklahoma
            New Mexico
            Utah
            Wyoming
            
         6. The Eastern 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 North Atlantic Component includes:
            New York (northern portion-boundaries listed above with The Eastern 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. If on the date these bylaws become effective there are persons who hold membership in a Component other than that in which they practice, such persons may remain members of the Component Societies in which they hold membership.
         2. After the date on which these bylaws become effective a person may not become a member of a Component Society in which he does not practice, except under unusual and extenuating circumstances and subject to the following conditions: A Component that wishes to invite such person into membership must first obtain written permission of the Executive Committee of the Component in which such person practices.
            1. A Component Society may not invite into membership more than two (2) persons each year who practice outside its geographical jurisdiction.
            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 Central Body.
            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 Central Body for adjudication.
         3. 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 Executive Committee of the Component Society from which he/she wishes to transfer.
               2. The member must obtain written approval of the Executive Committee of the Component to which he/she wishes to transfer.
               3. The member must receive approval of a three-fourths (3/4) majority vote of a mail ballot of all voting members of the Component to which he/she wishes to transfer.
               4. A member who moves his/her practice into the territory of a Component other than that in which he/she holds membership, may retain his/her existing membership or may seek membership in the Component into whose territory he/she has moved.

ARTICLE IV.   OFFICERS
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1. The principal officers of the Society 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 Society. These appointees will serve as ex-officio members of the Board of Directors without vote.
3. The principle officers of the Society shall be nominated by the members of the Board of Directors.
4. Election and Term of Office.
   1. The principle officers of the Society shall be elected by the members of the Central Body every two (2) years at a biennial meeting of the Society.
   2. Each officer shall hold office until his/her uccessor shall have been duly elected, or until his/her resignation, removal or death.
   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 Society.
      2. When present, preside as chairman of all meetings of the members and of the Board of Directors.
      3. Exercise active supervision of the business, property and affairs of the Society.
      4. Have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Society as he/she shall deem necessary, to prescribe their powers, duties and compensations, and to delegate authority to them.
         1. Such agents and employees shall serve at the discretion of the President.
      5. Have authority to sign, execute, and acknowledge, on behalf of the Society, 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 Societies 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, he/she may authorize any other officer or agent of the Society to sign, execute and acknowledge such documents or instruments in his/her place and stead.
      6. 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 his/her 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 to him/her 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 him/her by the President or by the Board of Directors.
   4. The Treasurer
      1. The Treasurer shall have charge of and custody of all funds and securities of the Society.
      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. The collection of dues and monies payable to the Society.
         1. Notices for payment of dues, assessments and journal subscriptions shall be mailed to all Components sixty (60) days prior to the delinquent date.
         2. 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 Society.
      7. A biennial audit of the Societies 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 Society.
7. 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 judgement the best interests of the 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 this Society 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.
   2. The Component Societies shall elect their directors in the year after hosting the National Biennial Meeting of the Central Body and in the following order:
      1998    North Atlantic
      2000    Northwest
      2002    Southern California
      2004    Midwest
      2006    Northern California
      2008    Eastern
      2010    Southwest
   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 Society.
      2. Have the sole power of making recommendations for Honorary Membership.
      3. Determine the time and location for the Biennial Meeting of the Society.
      4. Act as the nominating committee for the nomination of the officers of the Society.
      5. Have charge of all business of this 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 Society.
      8. The Board of Directors shall have the power to appoint any person to act as assistant to any office or as agent in his/her 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 he/she is so appointed to be assistant or as to which he/she is so appointed to act, subject to such limitations as the Board of Directors shall prescribe.
3. MEETINGS OF THE BOARD OF DIRECTORS
   1. Regular Meetings
      1. Regular meetings shall be held without other notice other than this bylaw immediately before and at the place of the Biennial Meeting of the Society.
         
      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 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 registered 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. 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 Society 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 Society not otherwise employed shall be deposited from time to time to the credit of the 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 Society 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 Central Body shall be collected by the Component Treasurer from all regular members, regular members at large, senior active members, and affiliate members and forwarded to the Central Body Treasurer the year preceding that for which they are being paid at a date established in the Standing Rules.
      2. The Central Body Treasurer will remit to the E.H. Angle Education and Research Foundation's Treasurer, the subscription fees for THE ANGLE ORTHODONTIST collected from the Society's members prior to the mailing of the first issue for which the funds are being paid.
      3. Dues not paid prior to the delivery of the first issue of THE ANGLE ORTHODONTIST are delinquent and cause for suspension and/or termination of membership in the Society.
      4. It is the responsibility of the Component Treasurer to complete all payments due the Central Body without regard to his/her having collected all monies due to the Component.
      5. Partial payments of funds from the Component due the Central Body are not acceptable.
   2. Special Assessments
      1. Special assessments, such as those for the Society's and E.H. Angle Education and Research Foundation's publication, THE ANGLE ORTHODONTIST, shall be prorated evenly for all affiliate members, regular members, regular members at large, and senior active members. Such assessments will be collected by the Component Societies' Treasurers and forwarded to the Central Body Treasurer who in turn will remit the funds to The Foundation Treasurer.
      2. 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 special assessments.
   3. Indemnification of The Directors and Officers
      1. Each present, former and future director and officer of the Society, and the personal representative of any such director, officer or person who is deceased, shall be entitled without prejudice to any other rights he/she may have, to be reimbursed by the Society for, and indemnified by the Society against, all liability and expenses (including, without limitation, legal expense) hereafter reasonably incurred by him/her in connection with any claim action, suit or proceedings of whatever nature in which he/she may be involved as a part or otherwise by reason by the fact that he/she or his/her testator or intestate served, before or after the date of the adoption of these bylaws, as a director or officer of the Society, or by reason of any action alleged to have been theretofore or thereafter taken or omitted by him/her or his/her testator or intestate as such director or officer, including amounts paid or incurred in connection with reasonable settlements made with a view to curtailment or avoidance of costs of litigation, and with the approval of a majority of the Directors of the Society then in office, other than those involved, whether or not such majority constitutes a quorum.
      2. No such reimbursement or indemnity shall relate to any liability or expense incurred or settlement made in connection with any matter arising out of the negligence or misconduct of such director or officer as determined either by a court of competent jurisdiction, or in the absence of such determination, by a majority of directors acting on advice of counsel.
      3. The Society and its directors, officers, employees and shall not be liable to anyone for any determination as to the existence or absence or liability, or for making or refusing to make any payment hereunder on the basis of such determination, or for taking or omitting to take any other action hereunder in reliance upon advice of counsel.
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 entire Society 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 Society may deem expedient.
2. Responsibility for Meetings
   1. Component Society rotation
      1999    Northwest
      2001    Southern California
      2003    Midwest
      2005    Northern California
      2007    Eastern
      2009    Southwest
      2011    North Atlantic
      
   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 Society. 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 him or her by law.

ARTICLE IX.   QUORUM
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1. A quorum shall consist of ten percent of the regular 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 regular 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) votes of all Society members, all members having had an opportunity to vote, either in person or by written ballot.

ARTICLE XI.   VOTING
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1. All voting power shall be vested in the Regular, Regular members at large and Senior Membership.
   1. In the event of a mail ballot ... all mail 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. This Society reserves the right to punish or discipline any member who shall conduct himself 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, a Regular member at large, or a Honorary member. The proceedings of these three classes of membership shall originate in the Central Body of the Society.
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 Central Body, whichever shall be preferring the charges.
      1. Hearing: The accused member shall be entitled to a hearing before the properly constituted agency at which he/she be given the opportunity to present his/her defense to all charges brought against him/her.
      2. Notice: The accused member shall be notified in writing of the charges brought against him/her and of the time and place of the hearing. Such notice is to be sent by registered letter, addressed to him/her at his last known business address and mailed not less than thirtydays 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 registered mail to the last known address of each of the following parties:
            1. The accused member.
            2. The Secretary of the Component of which he/she may be a member.
            3. The President of the Central Body.
            4. The Secretary of the Central Body.
      4. Appeal Process
         1. The member may appeal the decision by submitting such appeal in writing to the appropriate appeal body by certified 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 he/she has been found guilty by the Executive Committee of the Component Society or the Board of Directors of the Central Body, shall have the right of appeal to the general membership of the Component Society of which he/she is a member and then to the Board of Directors of the Central Body whose decision is final.
4. 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 Central Body.
      5. Disciplinary proceedings ending in expulsion.
      6. Lack of attendance.
5. Disclaimer
   1. Every member does waive the right to hold this 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 his/her conviction and punishment or disciplinary proceedings against him/her.
6. Nondiscrimination
   1. Nothing contained in these bylaws shall operate against eligibility for membership in the Society or the Component Societies on the grounds of color, sex, religion, race, national origin, or political affiliation.

ARTICLE XIII.   PARLIAMENTARY AUTHORITY
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1. Procedures
   1. Sturgis Standard Code of Parliamentary Procedures shall govern all business procedure unless otherwise provided in these bylaws or standing rules.

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.

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 the dissolution of this Corporation, 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 that he/she/they 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 he/she/they wishes and may present witnesses. No person may be represented by an attorney or third party. The arbitrator shall make his or her 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 his/her/their 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.

STANDING RULES
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1. No guests at the National Meetings. Foreign and distinguished orthodontists may be invited as guests by the Board of Directors only. Such invitations should be initiated through the National Secretary who will poll the Board of Directors. (1969)
2. Subscription Fees to the Angle Orthodontist Journal for Senior retired members are the responsibility of the Individual Components. All subscriptions to the Angle Orthodontist for all categories of members of the Angle Society (other than the National Honorary Members) must be placed by the Component Secretary and/or Treasurer directly to the National Treasurer. (1971)
3. Dues: The Central Body Treasurer in concert with the component directors shall instruct the component treasurers to bill their members at the earliest possible date for dues so the funds can be remitted to the Central Body Treasurer by September 30 of the year preceding their due date. They should further instruct the Component Treasurer to remit the funds even though all dues have not yet been collected from the component membership. (1989)
4. Secretary/Treasurer Expenses: The Central Body shall underwrite the reasonable transportation and hotel room expenses of the Secretary of the Foundation and the Society and the Treasurer of the Society incurred during their attendance at all regular scheduled board meetings. (1989)
5. Introduction of New Members: All new regular members shall be introduced by their sponsors at the first general membership meeting at each Biennial Meeting of the Society, and the President shall welcome and introduce all Affiliate Members in attendance as a group. (1991)

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