Bylaws of the South Florida Academy of Orthodontics, Inc.
(A Florida Corporation, not for profit)
DBA The South Florida Academy of Orthodontics, Inc.
January 31, 1995

        These bylaws are adopted by the Board of Directors name in the Articles of Incorporation of the Greater Miami Academy or Orthodontists, Inc. (not for profit), as approved by and filed with the Secretary of State of the State of Florida in Tallahassee, on June 21, 1966, pursuant to provisions stated in Chapter 617, Florida Statutes. The Board of Directors and members thus constituted hereby declare that The Greater Miami Academy of Orthodontists, also referred to in these bylaws as the Academy, which was thus officially chartered as a Florida organization known as the Greater Miami Academy of Orthodontist which existed theretofore continuously from 1948 to June 21, 1966, as an unincorporated voluntary association. Precedents, customs and traditions established during life of this organization prior to the adoption and filing of the aforesaid Articles of Incorporation shall continue in effect except to the extent the Articles of Incorporation and these by-laws expressly, or by necessary implication, provide otherwise.

ARTICLE 1
Membership

        The membership or the Academy shall consist of active members, life members, provisional members, retired members, service members, and honorary members. Only active, provisional, and life members shall be entitled to vote, hold office, or serve as directors or chairpersons of committees. A member shall be in good standing, and entitled to the rights, privileges and benefits of membership, only if they have paid to the officer of the Academy duly authorized to receive the same, all dues, charges and assessments against them which are due and payable.

        Section 1.1: Active Members: All persons who were active members in good standing of the Greater Miami Academy of Orthodontists, a voluntary association, on June 20, 1966, are, by virtue thereof, active members of this corporation, effective as the first day of this corporation's legal existence. Any other person may be elected to active membership who satisfies all the conditions or active membership stated below in this Section 1.1:

        Sub Section 1.1.1: They must be an associate or active member of the Florida Association of Orthodontists.

        Sub Section 1.1.2: They must have been engaged exclusively in the private practice or institutional teaching of orthodontics (or a combination of private practice and institutional teaching of orthodontics) within the area comprising Dade County, Broward County, Monroe County, and Palm Beach County, Florida, for a continuous period of at least three years which period shall include the time of their application for and admittance to active membership. The same rules and regulations apply to multi-trained specialists.

        Sub Section 1.1.3: The member must have been a provisional member of the Academy for not less than three years.

        Sub Section 1.2: Life Members: Any member who has been an active member in good standing for thirty consecutive years, or who has been an active member in good standing for fifteen consecutive years and attains the age of 65 years, shall thereupon become a life member, and thereafter shall enjoy all the rights and privileges of an active member without the payment of annual dues. Any active member that becomes totally and permanently disabled may become eligible for Life Membership upon application to and approval by the Board of Directors.

        Sub Section 1.3: provisional Members: Any person may be elected a provisional member provided they satisfy the provisions of sub-paragraphs 1.3.1. through 1.3.6., inclusive as stated below.

        Sub Section 1.3.1: They must be an associate or active member of the Florida Association of Orthodontists.

        Sub Section 1.3.2: They must be actively and exclusively engaged in the exclusive private practice of orthodontics within the area comprising Broward County, Dade County, Monroe County and Palm Beach County, Florida at the time of their application for and admittance to provisional membership.

        Sub Section 1.3.3: They must be a person of good moral character and reputation and must subscribe to the Code of Ethics adopted by the Florida Association of Orthodontists.

        Sub Section 1.3.4: They must subscribe to the purposes of this Academy as stated in its Articles of Incorporation, and must agree to abide by the provisions of said Articles and by-laws of this Academy duly adopted.

        Sub Section 1.3.5: The provisional member must signify their intention to become an active member of this academy. No person shall remain a provisional member longer than three years (not counting time they hold service membership status, under section 1.5). If during this period of time they have not qualified for active membership they will be suspended from membership.' It is compulsory for a provisional member to apply for active membership as soon as they are eligible to do so.

        Subsection 1.3.6: The application for provisional membership must be s endorsed and approved by at least four active members of the Academy, in good standing.

        Section 1.4: Retired Members - An active member who has discontinued practice and does not desire to retain active membership may make written request of the Board of Directors within one year that they be placed on retired membership, without dues. Accompanying their request, letters or endorsements from two active members practicing in their locality, confirming that they have discontinued practice is required. Upon approval by resolution of the Board of Directors such member shall thereafter be deemed a retired members, and shall be entitled to attend all meetings of the members of the corporation without payment or yearly dues and assessments

        Section 1.5: Service Members - Members of this Academy who are on extended active duty with any component of the armed forces of the United States may be termed service members for the duration of such duty, without yearly dues.

        Section 1.6: Honorary Members - Honorary members shall consist of persons who are members in good standing of their dental or medical organizations or persons eminent in the collateral sciences who have made outstanding contributions to the science and art of orthodontics, or members of this Academy retired form practice who, in the opinion of the Board of Directors, as expressed by resolution duly adopted, have rendered services to the Academy justifying this honor. The nomination of any person to be considered for honorary membership must be made in writing to the Board of Directors. Such nomination must contain a brief outline of the nominee's accomplishments and must be endorsed by at least five active embers. Upon the affirmative recommendation of the Board of Directors, such person may be elected to honorary membership at a business meeting of the members of the corporation by a three-fourths (3/4) majority vote of the active members present, provided notice of the meeting and the fact that the vote upon the proposed honorary membership is to be taken thereafter be mailed to all members entitled to vote not less than nor more that 30 days prior to the meeting at which a vote is taken.

ARTICLE 2
Election to membership; transfer or advancement from one classification to another

        Section 2.1: Members of the Greater Miami Academy of Orthodontists.  Voluntary Association - All persons who were members of the Greater Miami Academy of Orthodontists, a voluntary association on June 20„ 1966, are, by virtue thereof, members of this corporation as of the day of commencement of its legal existence, to-wit: June 21, 1966.

        Section 2.1.A: All persons who were members of the Greater Miami Academy of Orthodontists as of January 30, 1985, are, by virtue thereof, members of the South Florida Academy of Orthodontists, Inc. as of the day of commencement of its legal existence, to-wit: January 31, 1995.

        Section 2.2: Admittance of New Provisional Members - Admittance of persons who were not members of this corporation as of June 20, 1966, under Section 2.1, above, if eligible, may be admitted through the procedure stated below in this section 2.2.

        Sub Section 2.2.1: Application -Every person not a member of this academy and seeking membership as a provisional member shall make application for membership in writing on an official form to be furnished by the Secretary. The application, completely filled in and signed together with the application fee stated in sub-section 2.2.5 of these bylaws, shall be delivered to the Secretary at least sixty (60) days before the business session of the members at which it is to be submitted for consideration by the membership. Promptly upon receipt of the application fee and application, the Secretary shall notify the applicant of any additional matter that may be required

        Sub Section 2.2.2: Investigation and Report by Membership Committee - The membership committee shall use diligence to determine whether the statements made by the applicants on their application form are true, whether the applicant is sincere in intent to serve and promote the purpose of this Academy as stated in its Articles of Incorporation, whether the applicant is a person of good moral and good reputation, and a person whose membership would not adversely affect the purposes of this Academy and any and all other information which, in the opinion of the membership committee, will have a direct bearing on the applicant's fitness for membership in the classification to which they seek admittance; whereupon the membership committee, through its chairperson or other member designated by the committee for such purposes, shall make its written report to the Board of Directors, stating their findings.

        Sub Section 2.2.3: Recommendation of Board of Directors Action by  Membership - As soon as may be practicable after its receipt of the report of the membership committee upon any application for membership, the Board of Directors, at a regular business meeting, shall consider the report of the membership committee and after due deliberation, shall recommend acceptance or denial of the application for membership, and shall return the application, with its recommendation, whether or not the application shall be accepted, to the Secretary, to presented at the next regular business meeting of the members of the corporation entitled to vote; and at such meeting, upon motion of any member, duly seconded, a Vote shall be taken of all the active, provisional, and life members in good standing who are present, and the application for membership shall be accepted or denied, a two thirds majority vote of the members present and qualified to vote thereof being required for election to membership. The applicant must be present at the meeting of the members at, which the application is considered if so ruled by the presiding officer, and, shall answer all questions relevant to the application asked by members entitled to thereon; but the applicant shall not remain in the meeting room while a vote is being taken upon the application. In all cases, votes shall be made by secret ballot.

        Sub Section 2.2.4: Notification to Applicant: Induction to Membership - The Secretary shall promptly notify the applicant of the action taken by the members of the Academy respecting the application. If the application is accepted, the applicant shall I immediately be accorded the rights and privileges of membership in the class to which the Academy thereafter designated by the President or President-Elect for that purpose.

        Sub Section 2.2.5: Application Fees - Any person upon making application for membership as a provisional member, as a condition precedent for filing the application with the Secretary (Section 2.2.1.) shall pay to the Secretary a non refundable application fee to be determined yearly by the Board of Directors.

        Section 2.3: Advancement from Provisional Member to Active Member - Any
person who, while a provisional member of this academy, fulfills all the requirements stated in these by-laws as pre-requisites of active membership, shall present due proof thereof to the Secretary, and such request shall be processed through the membership committee and the Board of Directors to a vote of the membership committee and the Board of Directors to a vote of the membership, in the manner provided for above in Section 2.2.

        Section 2.4: Transfer from Active Membership to Retired Membership Status - Transfer from active status to retired status shall be accomplished according to the procedure stated in Section 1.4.

        Section 2.5: Transfer from Active or Provisional Member to Service Membership Status - Any active or provisional member shall be automatically transferred to service member status, as contemplated by Section 1.5 upon filing with the Secretary due proof of their induction into the armed forces of the United States on extended active duty. Upon termination of the extended active duty status with the armed forces they shall be automatically restored to their prior status of membership in this Academy provided their dues status is current and written notice thereof is given to the Secretary within six (6) months of such termination.
        
        Section 2.6: Transfer from Active Member Status to Life Member Status - Any
member entitled to life membership status shall file with the Secretary the request for transfer, together with due proof of entitlement thereto and upon verification by the Secretary and due notification to the Board of Directors, elevation to life membership shall become effective at the conclusion of the next regular Board of Directors' meeting unless contrary action is taken by the Board of Directors during such meeting.

        Section 2.7: Reinstatement of Membership - A former member of this Academy can be reinstated to their former status provided that they make application the same as any new member and pay dues for up to three years in addition to the current dues.

        Section 2.8: Honorary Members - Honorary members shall be elected in the manner stated in Section 1.6

ARTICLE 3
Officers

        Section 3.1: Officers of the Academy shall be those enumerated in Article VI, Section 1, of the Articles of Incorporation, to-wit: President, Secretary, and Treasurer, and in addition, an Immediate Past President, a President-Elect, a Vice President, and a Director-at-Large.

        Section 3.2: Duties of Officers - Each officer shall perform the duties of their office as referred to elsewhere in these by-laws, and in addition, those duties customarily performed by the tenant of the office he or she holds. In case of uncertainty or dispute regarding any duty to be performed by any officer, the Board of Directors, by resolution adopted by majority vote at any regular or special meeting, may allocate any duty to any office, or may remove any duty from any officer or may otherwise delineate any duties of the several officers.

        Section 3.3: Election of Officers


        Section 3.3.1: The election of officers of this corporation at the regular annual of meeting of the Academy held during the month of June 2001, as follows:

                President: Jeff Eder
                President Elect: Nhat Le
                Vice President Jay Singer
                Secretary Raj Gohill
                Treasurer David Simon
                Editor/Member at Large: Piero Palacios

Is hereby ratified, approved and confirmed, such officers to serve: until their successors, respectively, are duly installed in accordance with these by-laws.

        Sub Section 3.3.2: After the date of the adoption of these by-laws, officers shall be elected at each regular annual business meeting of the members of the Academy, to be held in May of June of each year, at a time and place to be designated by the Board of Directors, with due notice thereof to all members.

        Officers thus elected shall be installed and shall assume the duties of and obligations, and shall exercise the rights, prerogatives, powers and privileges of their respective office commencing at the time of their installation at the regular above mentioned May or June meeting of the Academy next succeeding their election, and shall continue in office until their respective successors are duly elected and installed, subject to the provisions of Sub-section 3.3.3 respecting line of succession of President-Elect, President and Immediate past President.

        Not less than ten (10) nor more than thirty (30) days before the date of each election, the president, as chairperson of the nominating committee constituted according to Section 7.10 of these by-laws, shall mail to each member entitled to vote a written statement of the name of each candidate proposed by the nominating committee. At every election, however, any member entitled to vote shall be entitled to nominate any member eligible for election to the vacancy to be filled. In all elections of officers and members of the Board of Directors, a majority of the votes cast at a regularly constituted meeting shall be sufficient and shall be required for an election. Twenty percent (20%) or more of the members qualified to vote shall constitute a quorum for any election. Each active, provisional, and life member in good standing shall have one vote in each election. No vote may be cast by proxy.

        Sub Section 3.3.3: Line of succession. President-Elect. President. Immediate Past President - The officers of President and immediate Past President evolve automatically out of the office of President-Elect. That is to say, the President and the Immediate Past President shall not be elected to such office per se. The person elected and serving to the end of his or her term as President-Elect shall
automatically be elevated to the position of President upon the installation of the successor as President-Elect, and shall serve for one term as President, and upon serving to the end of the term as President, shall automatically be advanced to the position of Immediate Past President upon the installation of the successor as President.

        Section 3.4: Compensation of Officers - All officers shall serve as such without compensation; but with the approval of the Board of Directors may be reimbursed expenses reasonable in amount necessary incurred in the performance of their duties.

        Section 3.5: Duties of Officers

        Section 3.5.1: President - The president shall preside at all meetings of the Academy and the Executive Board and shall exercise a general supervision of both.

        The President shall:

                -Be an ex-officio member of all committees and subject to contrary provision in these bylaws shall appoint the chairperson of all committees established by the bylaws.

                -Be a member of the Board of Directors, but shall vote in the Board of Directors meetings, and in meetings of the members, only in case of a tie.

                -Sign all official documents requiring the signature of the office.

                -Call a special session of the Academy on the written request of twenty percent (20%) of the active, provisional, and life membership.

                -Perform such other duties as usually appertain to the office and such other duties as may be required by the Board of Directors and elsewhere in these bylaws.

                -Serve in this office until the successor is installed.

        Sub Section 3.5.2: President Elect - The President-Elect shall assist the President in the performance of the duties of the office and shall perform such other duties as may be required by the board of Directors, or elsewhere in these bylaws.

        The President-Elect shall:

                -Succeed to the office of the President of the Academy at its regular annual business session next subsequent to his election.

                -Serve as President-Elect until his successor is elected and installed.

                -Be responsible for organizing the mid-winter seminar which will be held during his/her term as President.

        Sub Section 3.5.3: Vice President - The Vice President shall assist the President and President Elect in the performance of their duties and such other duties as may be required by the Board of Directors and elsewhere in these by-laws.

        The Vice President shall:

                -Preside at meetings of the members and the board of Directors in the absence of the President.

                -Succeed to the office of President in the event of death, resignation or removal of the President.

                -Serve until the successor is elected and installed.

        Sub Section 3.5.4: Secretary - The Secretary shall keep the records of the Academy and the Board of Directors. All transactions of the Academy and the Board of Directors during a regular annual session must be permanently recorded by the Secretary in a book suitable for that purpose.

         The Secretary shall:

                -Serve as a member of the Board of Directors and shall be an ex-officio member of all committees.

                -Attend to the correspondence and keep a copy of all official letters received with replies to same.

                -Send to all members’ notice of the time and place of each regular and called session. -Serve as Editor of the South Florida Academy of Orthodontics official publications.

                -Notify, in writing, all newly elected officers, directors, committee members, and applicants for membership, immediately following their election or appointment, calling attention to their specific duties.

                -Have printed the official stationary to be used by the Academy each year and send a supply to all officers and all members of the Board of Directors.

                -Have on hand at all times application blanks for prospective new members, and shall be responsible for complying with the provisions of the Bylaws relating to admittance of members and advancement or transfer of members from one status to another.

                -Have the official program printed and mailed to the membership at least sixty (60) days prior to the meetings.

                -Perform such other duties as usually appertain to the office of Secretary and such duties as may be required by the Board of Directors, and elsewhere in these bylaws.

                -Turn over to the successor at the expiration of term in office all records, books, and property of any kind whatsoever relating to this office and belonging to the Academy.

                -Serve in this office until the successor has been elected and installed.

        Sub-Section 3.5.5: Treasurer - The Treasurer shall collect and receive all monies due the Academy and keep an accurate account of same in suitable record books provided for this purpose.

        The Treasurer shall:

                -Pay all bills of the Academy after they have been approved by the Board of Directors.

                -Be the custodian of all funds and securities belonging to the Academy.

                -Notify in writing, at least twice, all members in arrears for dues or assessments and demand payment of same. A final Certified Return Receipt Requested notice shall be sent before membership is rescinded. A non refundable fee of $25.00 will be added to the amount in arrears.

                -Submit a full and detailed report of the financial affairs to the Board of Directors at the end of each fiscal year and at any other time on request of the Board of Directors.

                -Keep a list of all members of the Academy properly classified as to their type of membership.

                -Furnish a bond in such amount as may be determined by the Board of Directors, the premium to be paid by the Academy.

                -Ask the new chairperson of all committees if they have budget requests, and, if so, advise the Budget Committee accordingly.

                -Serve as a member of the Budget Committee and as such shall make a report to the Board of Directors at each annual session.

                -Perform such other duties as may be required by the Board of Directors or elsewhere in these bylaws.

                -Turn over to the successor at the expiration of the term in office all funds, securities, records, books and property of any kind whatsoever relating to the office and in the Treasurer's custody, belonging to the Academy.

                -Remain in this office until a successor is elected and installed.

        Subsection 3.5.6: Director at Large

        The Director at Large shall:

                        -Perform such duties as may be determined by the President.

ARTICLE 4
Board of Directors

        Section 4.1: Composition and Function of Board of Directors - The Board of Directors (also referred to in these bylaws as the Board) shall be composed of all the officers of the Academy, as named in Section 3.1., who are from time to time duly constituted and serving. The Board of Directors shall exercise all powers of the corporation and shall transact all the business of the corporation not expressly reserved to the members or expressly delegated to specific officers in the Articles of Incorporation and these bylaws; provided always that in all matters any decision or action made or taken by a majority vote of the members entitled to vote thereon at a duly constituted regular or special meeting of the members shall supersede and shall take precedence over any contrary action by the Board of Directors or any officer.

        Section 4.2: Meetings: Quorum - A majority of the members of the Board shall constitute a quorum for the transaction of business at any regular meeting or at any special meeting called with due notice given to all members of the Board. The Board shall hold its organizational meeting immediately following adjournment of the regular annual business meeting of members. Regular meeting of the Board shall be held according to a schedule of regular Board meetings adopted by the Board and published to the membership. Special meetings may be called by the President or any three members of the Board at any reasonable time and place, provided notice thereof be given not less than ten (10) days in advance. All members of the Academy shall be entitled to be present at all meetings of the Board, but may not vote at such meetings and shall speak only when recognized by the presiding officer.

        Section 4.3: The Board of Directors shall have the right and authority to set and change or cancel the date and place of the annual mid-winter session. If, as a result of unforeseen circumstances arising between annual sessions, the Board deems it wise and expedient to cancel an annual session which has been arranged, or change the time and place of an annual session, it may do so.

        Section 4.4: the Board shall pass on the eligibility of all applicants for all types of membership.

        Section 4.5: The Board shall receive and consider the report and recommendation of the Budget Committee. The Board shall not receive or consider requests for funds for current expenses of the Academy without a recommendation from the Budget Committee of the Academy, except by affirmative vote of three quarters of the members of the, Board present at the meeting at which such matter is considered.
The Board shall not at any time recommend or approve 014 expenditure of more than the anticipated income for the current year, unless a three fourths (3/4) majority of the members present at a business session vote to do so.

        Section 4.6: The Board shall consider any change in the annual dues or membership fee, any assessment upon the members or any special appropriation of funds from the treasury, and report its recommendation to the members for final action.

        Section 4.7: The board shall fill vacancies of officers and Director at Large until the next annual session.

        Section 4.8: The Board shall determine the fee to be paid by members and the fee to be paid by non-members for registration for attendance at the mid-winter meeting.

ARTICLE 5
Meetings of the Academy

        Section 5.1: The members of the Academy shall hold the following regular meetings each year.

                (a) The regular business meeting to be held at a time and place determined by the Board of Directors.

                (b) The regular annual mid-winter meeting to be held during January or February each year at a time and place determined by the Board of Directors.

                (c) The regular annual business meeting to be held during May or June of each year at a time and place determined by the Board of Directors.

                (d) The regular annual social meeting to be held during May or June of each year, at a time and place determined by the Board of Directors.

        Section 5.2: In addition to the regular meetings provided for in Sub-Section 5.1., there shall be such other meetings to be adopted by the Board of Directors each year and published to all the members.

ARTICLE 6
Ethics and Discipline

        Section 6.1: In addition to the Code of Ethics established by the SFAO and the Codes of Ethics adopted by the Florida Orthodontic Society are to be a measure of the conduct and responsibilities of this academy.

        Section 6.2: This Academy reserves the right to discipline by reprimand, censure, suspension or expulsion any of its members who may be guilty of unprofessional conduct, moral turpitude, or violation of the Code of Ethics of the Articles of Incorporation and Bylaws of the SFAO and/or the FAO. Every member agrees to and does waive the right to hold the SFAO or any member thereof responsible for any damage, pecuniary or otherwise in case of a conviction and punishment by the Academy after a fair and impartial hearing as provided in these bylaws; and every member does waive, release, and relinquish their right to sue the SFAO, or any member thereof, at law or in equity, for any damages pecuniary or otherwise, resulting from reprimand, censure, suspension or expulsion from the SFAO.

        Section 6.3: Charges may be preferred against a member of the SFAO for any reason enumerated in the foregoing section. Charges must be presented to the Ethics and Professional Relations Committee of the SFAO established pursuant to Section 7.9., in petition signed and sworn to by five active members. Such committee shall investigate such charges and may cause preliminary hearings to be held, as may be necessary and convenient. If, after reviewing the case, a majority of the members of said committee believe the charges show probable justification, they shall notify the accused in writing by certified return receipt requested, and bring the case before the Board of Directors. Any hearing upon such charges shall not be held sooner than sixty (60) days after such notification. Both the SFAO and the accused may procure the services of professional counsel not a member of the SFAO. The Board shall determine whether the accused is innocent or guilty of the charges as made and, in the event it finds the accused guilty, shall determine the punishment which may be of the nature set forth in Section 6.2. above. A two-thirds (2/3) vote of the Board shall be required to convict; a majority vote shall be required to determine the penalty. Voting shall be by secret ballot.

ARTICLE 7
Committees

        Section 7.1: There shall be the following standing committees:

                Budget

                Program

                Arrangements

                Education & Public Relations

                Research

                Constitution & Bylaws

                Necrology

                Ethics & Professional Relations Nomination

                Membership

                Managed Care

                Disability

                Disaster Relief

                Indigent Care

and such special committees as the Board of Directors by majority vote may create from time to time. Except as expressly provided to the contrary in these by-laws, the chairperson and members of each standing committee, and vacancies filled, shall be nominated by the President, with the approval of a majority of the members of the Board of Directors voting thereon at a regular or special meeting of the Board. Any committee member or chairperson may be removed by the President with a majority vote of the Board of Directors, by written notice to the member removed. In each committee, a majority for the members shall constitute a quorum for conducting business, and the chairperson shall be entitled to vote. No committee shall spend money or incur obligations beyond budgetary allowances except as approved by the Board of Directors.

        Section 7.2: Budget Committee - The Directors shall serve as a budge committee, with the President Elect as chairperson, and shall prepare an annual budget for the ensuing year, to be presented by the Treasurer at the annual business meeting of members.

        Section 7.3: Program committee - The program committee shall consist of the Vice President as a chairperson, the President Elect and the Director at Large, and shall designate the order of business for each meeting of the mid winder session and other meetings devoted to scientific papers.

        Section 7.4: Arrangements Committee - The President shall appoint an arrangements committee, naming the chairperson thereof, which committee shall arrange space and accommodations for all the activities of the SFAO for its Board of Directors and committees, including the mid winder session and for other scientific and clinical programs. The chairperson shall be in charge of all publicity for and about the annual meeting and shall provide completed information regarding all arrangements to the Secretary at least sixty (60) days prior to the mid winter session, for incorporation in the official program. The chairperson shall make an annual report to the Board of Directors and to the members. The President may appoint special committees. Such committees may serve longer than a year at the discretion of the Board of Directors.

        Section 7.5: Education and Public Relations Committee The President shall appoint an education and public relations committee, naming the chairperson thereof, which committee shall cooperate with local, state, and federal governmental authorities as well as with other dental organizations and with educational institutions and media, to the end that the public at large and the dental profession and related professional fields may be informed of developments in the science and art of orthodontics.

        Section 7.6: Research Committee - The research committee shall consist of three members. It shall be the function of this committee to gather and correlate information regarding scientific research projects in progress in orthodontics and related fields and to inform the members thereof, and from time to time make recommendations to the Board of Directors and to the members regarding the sponsorship of research projects in the public interest.

        Section 7.7: Committee on constitution and Bylaws - Shall consist of a chairperson appointed by the President and three (3) members of the SFAO to be named by the chairperson. It shall be the duty of this committee during the first half of each fiscal year to review in detail the Articles of Incorporation, the Bylaws, the Code of Ethics, and all the minutes of the corporation for the preceding year, and make recommendations to the Board of Directors and the members regarding amendments which, in the judgment of the committee, will improve or facilitate the conduct of the Academy' business and the accomplishment of its objectives.

        Section 7.8: Necrology Committee - The President shall appoint three members to serve as the necrology committee, naming one as chairperson, which committee shall send to the secretaries of the American Association of Orthodontists, the American Dental Association, the Southern Society of Orthodontists, and all state and local dental societies, due notice of and suitable resolutions upon the death of any member of this Academy.

        Section 7.9: Ethics and Professional Relations - There shall be a committee on ethics and professional relations composed of the immediate Past President as chairperson, two Past Presidents who remain members of the Academy in good standing and two members at large appointed by the President. The general duties of this committee shall be to counsel with any member, upon their request, concerning any matter relating to the ethics of the profession. Upon request of a member, the committee shall tender mediation or arbitration of any dispute which may involve members of the Academy, and shall make arrangements for any member of the Academy willing to do so, The arrangements must be mutually acceptable to the parties in dispute. The committee may serve as mediator or arbitrator in such case, and may recommend and direct ways and means of improving relationships between the orthodontic profession and related professions, and between the orthodontic profession and the lay public.

        Section 7.10: Nominating Committee - Shall consist of the Immediate Past President, the President, the President Elect and two members in good standing who are not members of the Board and who are appointed by the President. The President shall serve as chairperson. It shall be the duty of the nominating committee to nominate one candidate for each vacancy to be filled at each election of officers and directors held pursuant to these bylaws, and to announce its nominees to the members entitled to vote thereon, in writing, mailed not less than fifteen (15) and not more than forty five (45) days before the date of the election. Such announcement shall include advice of the provisions of Sub Section 3.3.2. of the bylaws respecting nominations from the floor.

        Section 7.11: Membership Committee - The President shall appoint a membership committee consisting of a chairperson and three members in good standing. They shall perform the function of the membership committee as stated in Article 2.

        Section 7.12: Managed Care Committee - The President shall appoint a Committee of three members in good standing, naming one as its chairperson, to investigate and to inform the members on a current basis about all matters relating to dental care programs and similar programs. They shall make recommendations to the Board of Directors from time to time regarding such matters.

        Section 7.13: Disability Committee - The President shall appoint a disability committee of up to three members. The chairperson shall maintain a current roster of the members who have enrolled in the office Disability Program. The chairperson, subject to Board approval, shall maintain a rotation and selection system for the operation of the Disability program. The chairperson shall be the day to day operational head of the program.

        Section 7.14: Disaster Relief Committee - The President shall appoint a disaster relief committee of up to three members in good standing, naming one as its chairperson. This committee will direct and formulate a program to assist any members whose offices are affected by natural disasters such as hurricanes, fires,
etc.

        Section 7.15: indigent Care Committee - The President shall appoint an indigent care committee of up to three members in good standing, naming one as its chairperson. This committee shall recommend and direct programs for indigent care sponsored by the SFAO.

ARTICLE 8
Fiscal Matters

        Section 8.1: Fiscal Year - The corporation's first fiscal year shall begin July 1, 1966, and shall end June 30, 1967 and thereafter each fiscal year shall be the period of twelve consecutive months ending June 30 each year.

        Section 8.2: Contracts and Other Instruments - The corporations’ contracts, and other instruments between the corporation and other parties, shall be made and executed in the name of the corporation by its President or Vice President and its secretary or treasurer, acting pursuant to authority of the Board of Directors; except that wherever approval by the embers of the corporation is required by these bylaws, the officers of the corporation shall not make or execute any instrument without approval of the members of the corporation duly and regularly given according to these bylaws.

        Section 8.3: sank Accounts - All the corporation's money shall be deposited in one or more savings of checking institutions established in the name of the corporation at a bank or savings institution designated for the purpose by resolution of the Board of Directors; and each such account shall be opened on such terms that funds may be withdrawn only upon the signature of the corporations president or treasurer.

        Section 8.4: Borrowing - No money shall be borrowed and no property shall be purchased on credit in the name of this corporation except with approval of tree fourths (3/4) of the active members in good standing who are present at a meeting at which written notice of the vote upon the proposed loan or purchase on credit was given in writing to all members entitled to vote, not less than fifteen (15) nor more than forty five (45) days in advance of the date of said meeting.

        Section 8.5: Books and Records - The corporation's records shall be kept at the office of the person who is at the time the secretary of the corporation, except that the corporations’ financial records shall be dept at the office of the person who is at the time the treasurer of the corporation. books and records of the company may be inspected by an active member in good standing at any reasonable advance notice, at the place where they are Opt in accordance with this section of the bylaws, or at any other place agreed on between the officer in whose custody such books and records are held and the member making the inspection.

        Section 8.6: Annual Audit - Promptly after the end of each fiscal year the financial record for the corporation shall be audited jointly by the outgoing treasurer and the newly elected treasurer, and a third active member in good standing designated by the secretary (or, if the treasurer is re-elected, by the continuing treasurer and an active member in good standing designated by the secretary). The results of the audit shall be promptly reported in writing signed by all the members participating in the audit and delivered to the president, with a copy of same to each member of the Board of Directors.

ARTICLE 9
Miscellaneous

        Section 9.1: Captions - Captions at the beginning of the several articles, sections, sub sections and paragraphs constituting these bylaws are not to be construed to limit the content on the component part hereof which they precede.

        Section 9.2: Corporate Seal - The seal of the corporation shall be that affixed opposite this section in the right hand margin on the original of these bylaws, or replica of said seal, printed or impressed. In addition, a scrawl seal made by an officer of this corporation, identified in writing by the officer as the seal of this corporation, shall be effective as the seal of this corporation.

        Section 9.3: Amendment of Bylaws - These bylaws may be amended by approval of 3/4 of the members present in good standing who have been notified in writing not less than fifteen (15) or more than forty five (45) days in advance of a general or special meeting of the SFAO.

        Section 9.4: Proxy - NO vote may be made by proxy, neither at any meeting of the members of the Academy nor at any meeting of the Board of Directors.

        Section 9:5: Reinstatement and Fees - A non refundable fee of $50.00 plus all past unpaid dues up to three years as per section 2.7; shall be paid to the SFAO upon reinstatement of a member. Reinstatement must be approved by a majority vote of the SFAO Board for Directors at any of their regularly scheduled meetings.