Resort District Dental Society By-Laws Chapter I. MembershipSection
1. Classification: The
members of this Society shall be classified as follows: Active members, Life
members, Retired members, Honorary members, and Associate members. Section
2. Qualifications: Any member of the ADA and MDA, who continues to
satisfy the requirements of their specific classification, as defined by the
above stated Associations, and who reside permanently or transiently in the
area covered by this Society, shall be eligible for the equivalent membership
classification in this Society. Section
3. Definition of "In Good
Standing": A
member of this Society whose dues for the current year have been paid, or is a
life member, shall be in "good standing."
However, a member in good standing who is under disciplinary sentence of
suspension shall be designated as a "member in good standing temporarily under
suspension" until their disciplinary sentence has ended. Section 4. Privileges:
A. Active Member a. An active member shall be entitled to all the rights and privileges of membership including, but not limited to, the right to vote, hold office, and attend all meetings of the Society, ADA and MDA. He shall receive all publications furnished to members through this Society, the MDA and the ADA. b. An active member in good standing shall be eligible for election to the Executive Board and to any office or agency of this Society, except as otherwise stated in Subsection c. of this section. c. An active member under disciplinary sentence of suspension shall not be privileged to hold office, either elective or appointive in this Society, to vote or otherwise participate in the selection of Society Officials. B. Life Member: a. A life member in good standing shall be entitled to all the privileges of an active member except that the Life member shall not receive the publication of the Society except by subscription. b. A life member shall be exempt from payment of this SocietyŐs dues, and shall not vote on any dues or assessment related issues. C. Retired Member: A Retired member in good standing shall be entitled to all the privileges and responsibilities of an Active member. D. Honorary Member a. An honorary member shall enjoy all the rights and privileges of an active member except the right to vote, hold office, or maintain membership in the ADA or MDA solely because of this component society affiliation. b. An honorary member shall be exempt from the payment of all dues and assessments. E. Associate Member a. An associate member in good standing shall receive the publication of the Society, the subscription price of which shall be included in their annual dues. b. An associate member shall be entitled to attend any scientific session of this Society, and such other services that are authorized by the Executive Board. Section 5.
Dues and Reinstatement: A. Dues a.
The dues of active members shall be $45.00 per year. b.
The manner of payment of dues shall be in accordance with the
policies of the ADA and MDA, and shall be collected by the ADA. c.
Dues of this Society shall be set by two-thirds (2/3) majority
of members present at a regular meeting.
30 days notice shall be given the Active and Retired dues paying members
of this Society prior to any vote to increase or decrease the dues of this Society. d.
Life and Honorary Members shall be exempt from payment of the
SocietyŐs dues. e. The
dues of an Associate member shall be $45.00 per year, payable through the
American Dental Association in their annual dues collection mechanism. B.
Assessments: a. Assessments
may be levied by a two-thirds (2/3) affirmative vote of the members present and
entitled to vote at any regular meeting or special meeting called for that
purpose, if there is a quorum present. b. Thirty
(30) days notice must be given by Postal or Electronic mail to all Active and
Retired, dues paying members, prior to any meeting where an assessment may be
levied. C.
Loss of Membership and Reinstatement: a. An
Active member, whose dues have not been paid by March 31 of the current year,
shall cease to be a member of the Society. b. Reinstatement of membership may be secured on payment of the full year dues of this Society in accordance with Chapter I Section 5 A, of these By-Laws, and with the complete compliance of the MDA Reinstatement Policy Section
6. Annual Business Meeting: The Annual Business Meeting of the Society shall be held in March at a time and place designated by the Executive Board. At this time, all elective officers shall be determined as required under Chapter II Section 1. Section
7. Other Meetings of Members: A. Regular Meetings: The regular meetings of the Society shall be held on or near the first Tuesday of each month except for a summer recess as provided by the Executive Board. The Executive Board shall determine the location and specific timing of said meetings with appropriate previous notification given to the membership of the Society via Postal or Electronic Mail. B.
Special Meetings:
Special meetings of the members of the Society may be called by the
President upon the direction of a majority of the Executive Board, or upon
written request of ten (10) percent of the voting membership. A written notice of the purpose, time,
and place of this meeting shall be sent to all members at least five (5) days
prior to the meeting date via Postal or Electronic Mail. Chapter II. Executive Board Section
1. Composition of the Executive Board: The Executive Board, hereinafter referred to as "the Board," shall consist of a President, Vice-President, Secretary-Treasurer and Editor elected annually from the Active, Retired and Life Members of the Society. Section 2. Powers: A. All Society powers shall be exercised by, or under the authority of, and the business and the affairs of this Society, shall be controlled by the Executive Board. B. The Executive Board shall have the following powers: a. To conduct, manage, and control the affairs and business of this Society and to make rules and regulations consistent with the articles of this Society or its By-Laws. b. Upon an affirmative vote of two-thirds (2/3) vote of the members of the Executive Board present in person to borrow money and incur indebtedness for the purpose of the Society, and to cause to be executed in the Society name promissory notes, bonds, deeds of trust, pledges, or other evidence of debt and securities. c. To hear and determine cases in grievances from members and charges against any officer or member of the Society. d. To remove from office any officer or committee person for misconduct in office, or incompetence, or neglect of duties of the office upon a two-thirds (2/3) vote of the Executive Board. e.
To place a member under a sentence of censure,
probation or suspension, or expel them from the membership for any offenses
enumerated in the ADA or MDA By-Laws. Section 3. Meetings and Quorums: The Executive Board shall meet at times and locations mutually agreed upon by the Board. The President or the other two members of the Board may call a Board Meeting. Two members of the Board present shall constitute a quorum. Section 4.
Duties: 1. Transact official business as arises and report at next Society meeting. 2. Act as a liaison committee to MDA and ADA. 3. Prepare annual financial reports and proposed budgets at the first meeting after the summer recess. 4. Execute all powers when needed as defined in Chapter II Section 2 of the By-Laws of this Society. 5. Establish Committees as needed to facilitate the SocietyŐs objectives. Chapter III. Officers,
Delegates, and Trustees Section
1. President: It shall be the duty of the President to supervise and direct the business of the Society; preside at all meetings of the Society and the Board, serve as ex-officio on all committees, except the Nominating Committee; appoint chairpersons of all committees not otherwise provided for in these By-laws; appoint members to special committees and to designate their chairpersons, as needed, subject to the ratification of the Board; appoint a Parliamentarian if needed. Section
2. Vice-President: It shall be the duty of the Vice-President to assist the President as requested; act in the absence of the President, Succeed in the office of the President in case of removal, resignation, or otherwise loss of the President; acquaint themselves with the duties of the President. Section
3. Secretary Treasurer: It shall be the duty of the Secretary Treasurer to keep and disperse minutes of all meetings as indicated; supervise correspondence and affix the seal of the Society to all documents and instruments; supervise the membership records of the Society and annually publish a list of all members in good standing; supervise the collection and banking of all monies, the disbursement of which shall be by check; prepare a written report of the finances annually for the Board; obtain 2/3Ős approval of the Board for payment of any non-budgeted expense. Section
4. Editor: It shall be the duty of the Editor to maintain the SocietyŐs website, produce and distribute a regular newsletter as indicated by the Executive Board. Section 4. MDA Delegates: A. General: Delegates shall be elected by secret ballot by the general membership prior to December 31st of each year. The MDA By-Laws shall determine the number of Delegates elected. The Board determines and appoints the number of alternate delegates needed, not to exceed the number delegates. B. Nomination: Any member eligible to serve as an MDA delegate, as defined by the MDA, may be nominated by a Special Nominating Committee appointed by the President and approved by the Board. The slate of nominees shall be presented at the annual business meeting prior to the election. Additional nominations may be made from the floor at the annual business meeting. No person shall be named a candidate without the personŐs consent. C. Election: Printed ballots shall be prepared, dispersed and collected by the Election Committee, which will not be the same as the Nominating Committee, The Election Committee shall tally the ballots and announce to the Society the results of the election for MDA Delegates. D. Terms of Office: Delegates may serve no more than two (2) consecutive three-year terms. The Board shall determine the term length of alternates. E. Duties: The Chairman of the elected delegates will prepare a written report of the actions of the MDA House of Delegates for the Society. Section 5. MDA
Trustee A qualified Trustee shall be elected by the general membership of MDA Region II as dictated in Chapter IV of the MDA By-Laws. Elected Trustee shall serve under the guidelines established by the By-Laws and fulfill the duties described therein. Chapter IV. Committees Section
1. Standing Committees: Programs: It shall be the duty of the program Chairperson to arrange for and have charge of the program at all meetings with the cooperation and advice of the Board and to secure speakers, essayists, clinicians, and etc. to appear before the Society. Nominating: This committee shall be composed of the Vice-President as chairperson, the immediate Past-President and one member appointed by the President. Its duty shall be to nominate candidates willing to serve in the offices of President, Vice-President, Secretary Treasurer and MDA Delegates, and place these names in nomination at the meeting preceding the Annual Business Meeting of the Society. Professional
Review (Peer Review): A. Peer Review-Ethics: It is the responsibility of this committee to conform to the MDA standards of ethics for all members of the Society and to follow judicial procedure as prescribed by the MDA. B. Peer Review-Dental Care: It is the responsibility of this committee to receive complaints and resolve them in the manner prescribed by the MDA Section
2.Special Committees: The Board shall have the power to name and appoint members to serve on a committee, not specifically named in the By-Laws of this Society, that the Board deems necessary to facilitate the Society reaching its objectives. Section
3. Committee Composition: The Committees shall be comprised of a chairperson and as many members as are deemed necessary. The chairperson of each standing committee shall make a yearly report to the Board. Non-dentists may be appointed as consultants to any committee with Board approval, but may not serve as a committee chairperson. Section
4.Committee Responsibilities: All committees shall keep a record of their activities and shall cooperate with all other committees. Records shall be given to the Secretary Treasurer for permanent keeping when appropriate. Chapter V. Code of
Ethics The Society accepts the Principles of Ethics of the American and Michigan Dental Associations as its basic Code of Ethics and will interpret and adopt additional provisions as necessary. A copy of these rules shall be available upon request from the Secretary Treasurer. Chapter VI.
Miscellaneous Section
1. Conflict: Should any provision of these By-Laws at any time be in conflict with the Constitution or By-Laws of the American or Michigan Dental Associations, this SocietyŐs By-Law Provision shall become inoperative. Section
2. Fiscal Year: The fiscal year of the Society shall run from the 1st of July through the 31st of June of the following year. Section
3. Vacancies: The Board will have the authority to fill any vacancy in the Board until the next annual meeting and election of officers. Chapter VII. Rules of
Order The most current edition of SturgisŐ Standard Code of Parliamentary Procedure shall govern the deliberation of this Society when not in conflict with its By-Laws. A copy of these rules shall be available upon request from the Secretary Treasurer. Chapter VIII.
Indemnification: Clause 1. Every person who is or has been a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Society) by reason of the fact that he/she is or was an officer, committee member or a volunteer RDDS member consultant appointed to a committee of the Society, shall, to the full extent now or hereafter permitted by law, be indemnified by the Society against any and all expenses ( including attorneyŐs fees), judgments, fines, and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit, or proceeding. This indemnification shall apply only if such person acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interest of the Society, and with respect to any criminal action or legal proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Society, and, with any criminal action or proceeding, had reasonable cause to believe that his;/her conduct was unlawful Clause 2. Every person who is or has been a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Society to procure a judgment in its favor by reason of the fact that he/she is or was an officer, committee member or a volunteer RDDS member consultant appointed to a committee of the Society, shall, to the full extent now or hereafter permitted by law, be indemnified by the Society against any and all expenses (including attorneyŐs fees), actually or reasonably incurred by him/her in connection with the defense or settlement of such action or suit. This indemnification shall apply only if such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Society, except that no indemnification shall be made in any respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Society, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper. Clause
3. The officers of the Society (whether or not a quorum of disinterested officers), in granting indemnification, may rely upon written advice of legal counsel if, in the latterŐs opinion, such indemnification is permitted by law. Any officer, committee member or a volunteer RDDS member consultant appointed to a committee of the Society who has been refused indemnification by the Society shall, nevertheless, be indemnified if a court or competent jurisdiction determines such indemnification is permitted by law. Clause
4. Expenses incurred with respect to any claim, action, suit, or proceeding of the character, actual or threatened, described in clauses 1 and 2 of this Chapter, may be advanced by the Society prior to the final disposition thereof upon receipt of an undertaking by such person to repay the amount so advanced if and to the extent it shall ultimately be determined by a court of competent jurisdiction that he/she was not entitled to indemnification under this chapter. Clause
5. The foregoing rights of indemnification shall be in addition to any other rights to which any such officer, committee member or a volunteer RDDS member consultant appointed to a committee of the Society may be entitled as a matter of law. The intention of this section is to provide indemnification with the broadest and most inclusive coverage permitted by law (A) at the time of the act or omission to be indemnified against or (B) so permitted at the time of carrying out such indemnification, whichever of (A) or (B) may be the broader or more inclusive and permitted by law to be applicable. If the indemnification permitted by law at this present time, or at any future time, shall be broader or more inclusive than the provisions contained in this chapter, then indemnification shall nevertheless extend to the broadest and most inclusive permitted by law at any time, and this chapter shall be deemed to have been amended accordingly. If any provision or portion of this chapter shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected. Chapter IX. Amendments These By-laws may be amended by following the prescriptions defined in Article IX of the Constitution of this Society |