Virginia Academy of Dental Sleep Medicine, Inc
Name, Purpose, Mission
Section 1.01 Name. The name of the organization is Virginia Academy of Dental Sleep Medicine, Inc.
Section 1.02 Purpose. This corporation is organized under the Nonprofit Corporation Law of the Commonwealth of Virginia. Such purposes include the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
The mission of Virginia Academy of Dental Sleep Medicine, Inc. is to provide educational and research services to professionals involved in providing dental services, dental students, dental hygienists and the general public concerning sleep related breathing disorders. This mission will be accomplished in numerous ways which include but are not limited to the following:
Education and Research:
1) To educate the practicing dentist about the medical and dental complications regarding sleep related breathing disorders,
2) To educate the practicing dentist in the protocol of screening patients who could possibly have a sleep-related breathing disorder,
3) To educate dentists and physicians concerning the opportunities to work together in the treatment of their patients with sleep related breathing disorders which include snoring and sleep apnea,
4) To promote continuing education of the dental practitioner in all phases of dental sleep medicine,
5) To enlighten and educate the public concerning the health problems related to sleep related breathing disorders and the dentist’s role in screening and referring to the appropriate medical practitioners for definitive diagnosis,
6) To educate the public as to the role dentists have in the treatment of patients with a sleep related breathing disorder,
7) To educate dental students, dental hygienists, and dental assistants about the role of the dentist and the dental team in the screening, referring and treatment of patients with sleep related breathing disorders,
8) To sponsor research (which includes basic scientific and medical research as well as clinical and transitional research) directed at improving the outcome of treatment provided to those suffering with sleep related breathing disorders,
9) To provide educational services directed to the dental community and the general public which promote a greater understanding of those suffering with sleep related breathing disorders,
10) To sponsor dentists and/or dental researchers engaged in research dedicated to improving the outcomes of those suffering with sleep related breathing disorders
11) To provide assistance to researchers, residents, and dental students, which enables them to travel and present the findings of their research at professional conferences so as to promote and provide optimal treatment for those suffering with sleep related breathing disorders,
12) To assist those suffering with sleep related breathing disorders who are unable to afford treatment, as approved by the Board of the Virginia Academy of Dental Sleep Medicine, Inc.
13) To raise funds to support educational and awareness programs aimed at educating the public concerning those suffering with sleep related breathing disorders, its risk factors, signs, symptoms and treatment.
The Corporation is organized as a non-profit educational, charitable and public benefit corporation. The corporation is organized exclusively for religious, charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Exempt Purposes Section 2.01 The Corporation shall be an exempt organization as that term is defined in Internal Revenue Code Section 501 (c). The Corporation shall have any power to finance its operations, to carry on activities, or take any action of any character whatsoever, that is not prohibited by law or required to be stated in these articles, provided, however, that no part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its directors, officers or other private shareholders or individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. Notwithstanding any of the provisions of these Articles, no substantial part of the activities of the Corporation shall consist of carrying on of propaganda or otherwise attempting to influence legislation; nor shall the Corporation in any manner or to any extent participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office and the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Internal Revenue Code Section 501( c ) or by a corporation to which contributions are deductible under Sections 170 (b) (1) (A) and 170 (c) (2) of the Internal Revenue Code. Any reference herein to specific provisions of the laws of the Commonwealth of Virginia or to specific provisions of the Internal Revenue code shall be construed to include subsequent amendments to such specific provisions of the laws of the Commonwealth of Virginia or the Internal Revenue Code and shall include the corresponding provisions of subsequent legislation which may restate, supersede, or otherwise alter such specific provisions.
ARTICLE III Authority and Responsibilities of the Board
Section 3.01 Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than two (2) directors. Each director shall hold office for a term of three (3) years. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. Directors will elect their successors. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office.
Section 3.03 Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 3.04 Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.05 Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.06 Notice. Meetings may be called by the Chairperson or at the request of any two (2) directors by notice emailed, mailed or telephoned to each member of the Board not less than forty-eight (48) hours before such meeting.
Section 3.07 Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.08 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.09 Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.10 Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees; establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation.
Section 3.12 Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
ARTICLE IV - Officers
Section 4.05 President. The President shall be a director of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 4.06. Vice-President. Any Vice-President shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 4.07 Secretary/Treasurer The Secretary/Treasurer shall be a director of the
Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Secretary/Treasurer shall also report to the Board of Directors at each regular meeting on the status of the Council’s finances. The Secretary/Treasurer shall work closely with any paid executive staff of the Corporation to ascertain that appropriate procedures are being followed in the financial affairs of the Corporation, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.09 General Counsel The General Counsel will be a director of the Corporation. He or She may also serve in other capacities at the discretion of the Board
Section 4.08. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.
ARTICLE V - Dissolution and Distribution of Non-Profit Assets
Section 5.01 In the event of the dissolution of the Corporation, all of the assets remaining after the full discharge of any indebtedness shall be distributed, at the discretion of the directors, to such charitable, educational, or other organizations as would then qualify under the provisions of Section 501(c ) (3) of the Internal Revenue Code. Any assets not so disposed of shall be disposed of by the Circuit Court of the City or County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VI - Indemnification
Section 6.01 Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE VII - Advisory Boards and Committees
Section 7.01 Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.
Section 7.02 Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
ARTICLE VIII - Financial Administration
Section 8.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.
Section 8.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 8.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 8.04. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE IX - Books and Records
Section 9.01 Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
ARTICLE X - Amendment of Bylaws
Section 10.01 These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.