Resort District Dental Society By-laws
Chapter I
Membership
Section1. Classification:
The members of this Society shall
be classified as follows: Active members, Life members, Retired members, Honorary
members, and Associate members.
Section2. 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 Society’s 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 Society’s 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 Society’s 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 2/3’s 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 Society’s 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 person’s 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
Section1.
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 Society’s 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 31stof 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 Sturgis’
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 attorney’s 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 attorney’s 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
latter’s 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 maybe amended
by following the prescriptions defined in Article IX of the Constitution of
this Society