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Constitution and By-Laws

Resort District Dental Society CONSTITUTION

 

Article I. Name

The name of this organization shall be the Resort District Dental Society, hereinafter referred to as "the Society" or "this Society."

Article II. Object

The object of this Society shall be to encourage the improvement of the health of the public and to promote the art and science of dentistry.

Article III. Charter

This Society shall hold a charter from the Michigan Dental Association, making it a component of that organization and subject to its rules and regulations and subject to future changes in, and additions to, its constitution and By-Laws.

Article IV. Organization

Section 1. Incorporation:

This Society is a non-profit corporation organized under the laws of the State ofMichigan.

Section 2. Membership:

The membership of this Society shall consist of dentists and other persons whose qualifications and classification shall be as established in Chapter I of the By-Laws.

Article V. Government

The legislative and governing body of this Society shall be an Executive Board, which may be referred to as "the Board" or "this Board"; the number of, and procedure for electing members of the Executive Board shall be as provided in Chapter II of the By-Laws.

Article VI. Officers

Section 1. Elective Officers:

The elective officers of this Society shall be a President, Vice-President and Secretary -Treasurer.The President and Vice-President will be elected annually.The Secretary-Treasurer will serve a two-year term as selected by the membership at its annual meeting as provided by Chapter II of the By-Laws.

Section 2. Appointive Officers:

The Appointive Officers of this Society shall be appointed when determined necessary by the Executive Board.

Article VII. Annual Meeting

The Annual Meeting of this Society shall be conducted in accordance with Chapter 1, Section 6 of the By-Laws.

Article VIII. Principles of Ethics

The Principles of Ethics of the American Dental Association (ADA) and the Code of Ethics of the Michigan Dental Association (MDA) shall govern the professional conduct of all members of this Society.The Society shall have authority to adopt additional provisions, not in conflict with those of theADAor MDA, as this Society’s Code of Ethics. A copy of these rules shall be available upon request from the Secretary of this Society.

Article IX. Amendments

This Constitution and the Society’s By-Laws may be amended by two-thirds (2/3)affirmativevote of the members present and entitled to vote at a regular meeting or special meeting called for that purpose, provided that the proposed amendments have been presented in writing and submitted to the membership,via Postal or Electronic Mail, at least thirty (30) days prior to the voting date.Publication of proposed changes in this Constitution and the Society’s By-Laws, in this Society’s official publication shall satisfy this requirement. In the event that this Society’s Web Page becomes its official publication, all members must also be notified via Postal or Electronic Mail, at least 30 days prior to the voting date, that proposed changes to the Constitution have been posted at this Society’s Web Page.

 

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.

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 Classifications, 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.   A Retired member in good standing shall be entitled to all the privileges and responsibilities of an Active (LIFE) 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. Thirty 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, Retired 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.

f. MDA dues of a retired member shall be fifteen percent (15%) of the dues of an active member.  Retired members are exempt from the payment of any special assessments.   ADA retired members pay 25% of full dues/assessments. 

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 prior to the MDA Annual Session 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 and postings on the RDDS website.

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

C.  Continuing Education Programs:  Continuing Education Programs may be planned for the membership and notice of these meetings will sent by electronic mail to the Active, Life and Retired membership.  Notice of these meetings will be posted on the RDDS website.  These meetings may or may not coincide with Regular Meetings described above.

Chapter II: Executive Board
Section 1. Composition of the Executive Board:

           The Executive Board, hereinafter referred to as "the Board," is the governing body of the Society and shall consist of:

The President
The Vice President
The Secretary/Treasurer
The Immediate Past President
The Communications Director

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.

f. Each Executive Board member has one (1) vote.

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.  Three 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 and Delegates
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
Chair the Nominations Committee
Sit on the Program’s Committee

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
Prepare a written report of the finances annually for the Board
Propose an annual budget for Executive Board consideration and adoption
Utilize the services of an accounting firm to provide an audit of the Society financial records when requested by the Executive Board.
Maintain records of CE certification and Non Profit status.
Obtain 2/3’s approval of the Board for payment of any non-budgeted expense.

Section 4. Immediate Past President:

It shall be the duty of the immediate Past President to:

 Assist the President as requested
Sit on the Nominations Committee
Chair the By-Laws Committee

Section 5.  Communication Director:

 It shall be the duty of the Communications Director to:

Maintain the Society’s website
Produce and distribute a regular newsletter as indicated by the Executive Board
Supervise/provide communication between the Board and the membership

Section 6.  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.

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 January through the 31stof December of the following year.  Based on the provisions of the 501 (c) 6 designation.

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