CHAPTER I – ORGANIZATION
SECTION 1 – NAME
The name of this organization shall be the Northern California Dental Society, Inc., hereinafter referred to as “the Society” or “this Society”, a non-profit corporation and a component of the California Dental Association, which hereinafter may be referred to as CDA, and of the American Dental Association, which hereinafter may be referred to as ADA.
SECTION 2 – PURPOSE
The purpose of this Society shall be to encourage the improvement of the health of the public; to unite ethical practitioners of dentistry; to promote the art and science of dentistry; and to represent the interests of the members of the Society and the public.
SECTION 3 – BOUNDARIES
The geographic boundaries covered by this Society shall include a portion of the county of Butte, and all of the counties of Glenn, Tehama, Shasta, Siskiyou, Trinity, Lassen, Plumas and Modoc.
SECTION 4 – GOVERNMENT
The supreme authoritative body of this Society shall be the active general membership. The administrative and managing body shall be the Executive Committee. The Legislative and governing body shall be the Board of Directors.
SECTION 5 – RULES OF ORDER
Sturgis Standard Code of Parliamentary Procedures (latest revised edition) shall govern in all matters not provided for in these bylaws.
SECTION 6 – CONFLICT OF INTEREST
Individuals who serve in elected, appointed, or employed offices or positions of this society shall do so in a representative or fiduciary capacity that requires loyalty to the society and to its parent associations. Furthermore, employees of this society shall be ineligible to serve as elected officers of the society. At all times while serving in such offices or positions, these individuals shall further the interests of the society and its parent associations as a whole. In addition, they shall avoid:
- Placing their selves in a position where personal or professional interests may conflict with their duty to this society and its parent associations.
- Using information learned through such office or position for personal gain or advantage.
- Obtaining by a third party an improper gain or advantage.
CHAPTER II – MEMBERSHIP
SECTION 1 – TYPES OF MEMBERSHIP
The Membership classification of this Society shall consist of dentists and other persons who have been approved for membership in one of the manners hereinafter provided. Each member shall be assigned to one of the classifications established under these bylaws.
SECTION 2 – QUALIFICATIONS AND CLASSIFICATIONS
Subscribes to, adheres to, and is bound by the Code of Ethics and Bylaws of the California Dental Association and the Principles of Ethics and Code of Professional Conduct and the By Laws of the American Dental Association.
1. Active Members: A member shall be classified as an Active member if he/she is an ethical practitioner of dentistry in the jurisdiction of this Society.
2. Life Members: Life members shall be an Active member in good standing who has been an active and/or retired member in good standing for thirty (30) consecutive years or a total of forty (40) years of Active membership, having attained at least the age of sixty-five. A life member shall be entitled to the rights and privileges of Active members and, while in active practice, shall pay component dues. Upon retirement they shall be exempt from the payment of dues and assessments levied or collected by this Society.
3. Affiliate Members: Any dentist who maintains membership in good standing in the American Dental Association and who is not otherwise eligible for membership in this Society may be classified as an affiliate member. This category shall include military members. An affiliate member shall not have the right to vote, hold office, or make or second motions.
4. Allied Dental Professional Members: Any individual who functions within a dental office, is professionally associated with a Society member, and whose membership is sponsored by a Society active, life, retired or affiliate member shall be classified as an allied dental professional member. They have the right to attend any continuing education meeting of this Society at the prevailing fee.
5. Honorary Members: Honorary membership shall be limited to persons not eligible for Active membership who have made contributions of merit to dentistry. Election to honorary membership shall be by unanimous approval of the Board of Directors and subsequent confirmation by the majority of members at a general membership meeting. This classification is solely honorary without rights, obligation or privilege.
6. Provisional Members: Any dentist who:
- Shall have graduated from a dental school, graduate program or residency program accredited by the Commission on Dental Accreditation of the American Dental Association;
- Shall not have established a place of practice; and
- Shall have applied for provisional membership within 18 months of graduation or separation from the military.
Provisional members shall receive all the privileges afforded active members except that, not withstanding anything in the bylaws to the contrary, they shall have no right to appeal from a denial of active membership in the Association.
7. Retired Members: Retired members shall be those Active members who retire from professional activity in dentistry. They have been granted Retired membership status by the American Dental Association (the ADA Affidavit for Retired Membership must be submitted and approved). Retired members who return to professional activity in dentistry will automatically cease to be classified as Retired members and be returned to Active membership classification. A retired dentist providing dental services on a pro bono basis may remain on retired status. Retired members shall have all rights and privileges of Active members, except the right to vote and hold office. They must have an active California dental license to retain Retired Membership status. Retired members shall not be required to pay dues or assessments.
SECTION 3 – ACCEPTING INTO MEMBERSHIP
Application for membership shall be made in writing and signed by the applicant on the appropriate form provided by the Executive Director. The membership committee shall review the application to determine eligibility (applicant must meet current requirements for admission to membership in the American Dental Association and the California Dental Association) and completeness. The President-Elect shall announce notice of receipt of application and dues to the Board of Directors and published notice in the subsequent Society newsletter. The applicant will be encouraged to attend the Board of Directors meeting when the application is presented. The Board of Directors at the Board meeting shall approve the applicant.
SECTION 4 – RETENTION OF ACTIVE MEMBERSHIP
This Society shall retain on its rolls of Active members those who:
A. Have met their obligations in payment of dues and assessments.
B. Have changed their place of practice, but only for a period of ninety (90) days from the date of change. This time period may be extended if deemed appropriate by the vote of the Board of Directors.
C. Have temporarily discontinued active practice because of illness, for educational purposes, or other worthy purposes; provided the Board of Directors vote their approval. This approval must be voted annually to remain effective. Lost membership under the provisions of this section can be appealed to the Society or the CDA.
CHAPTER III – DUES AND ASSESSMENTS
SECTION 1 – ESTABLISHMENT
The amount, due date and delinquency date of dues and assessments of members shall be established by the Board of Directors in conformance with the policies of the CDA and subject to approval of a majority vote of those present at a continuing education meeting of the general membership following thirty (30) days written notice.
SECTION 2 – EXEMPTION
In the event of illness or other extenuating circumstance, a member may be exempt from dues of this Society for any one (1) year by a favorable vote of two-thirds (2/3) of the Board of Directors.
SECTION 3 – DELINQUENCY
A member whose dues or assessments have not been paid by the delinquency date established by the California Dental Association shall cease to be a member of this Society.
SECTION 4 – REINSTATEMENT
Lost membership for non-payment of dues may be reinstated on payment of said dues upon verification by the California Dental Association.
CHAPTER IV – MEETINGS
SECTION 1 – TIME AND PLACE OF MEETINGS
The regular meeting of this Society shall be held at a time and place as designated by the Board of Directors.
SECTION 2 – SPECIAL MEETINGS
Special meetings of the members of the Society must be called by the President upon the direction of the majority of the Board of Directors or upon written request of ten (10) percent of the voting membership. Written notice stating the purpose, date, time and place of this meeting shall be sent to all members at least fourteen (14) days prior to the appointed date.
SECTION 3 – QUORUM
A simple majority (fifty percent, 50%) of those eligible to vote shall be deemed to constitute a quorum.
SECTION 4 – GENERAL MEMBERSHIP MEETING
The January Installation of Officers meeting shall be considered the Annual General Membership meeting of this Society. The Meeting shall be held at a convenient time and place designated by the Board of Directors.
SECTION 5 – NOTICE OF MEETINGS
Members must be notified of the date, time and place of all of the above meetings by mail or telephone at least fourteen (14) days in advance.
SECTION 6 – BOARD MEETINGS
Regular board meetings shall be held at a place determined by resolution of the majority of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the President or by three or more members of the Board. Notice of the time and place of the meeting shall be telephoned or delivered to each Board member at least twenty-four hours before the meeting. The business of the meetings must be stated in the call, and no other business may be transacted.
CHAPTER V – DIRECTORS
SECTION 1 – POWERS OF THE DIRECTORS
All corporate powers shall be exercised by or under the authority of the Board of Directors. The Board of Directors shall control the business and affairs of the corporation without prejudice to such general powers but subject to the same limitations. It is hereby expressly declared that the Board of Directors shall have the following powers:
- To conduct, manage and control the business and affairs of the corporation and to make rules and regulations therefore not inconsistent with the law, and articles of this corporation or its bylaws, as they deem advisable.
- To change the principal office for the transaction of the business of the corporation from one location to another.
- To designate the location of meetings of the corporation.
- Upon a two-thirds (2/3) affirmative vote of the Board of Directors, to borrow money and incur indebtedness for the purpose of the corporation and to cause to be executed in the corporate name, promissory notes, bonds, deeds of trust, pledges, or other evidence of debt and securities therefore.
- To authorize and let contracts for service to the Society.
- To remove from office any officer or committee member for misconduct in office, or incompetence, or neglect of duties of his/her office upon two-thirds (2/3) affirmative vote or the Board of Directors.
- To ratify the actions of the Executive Committee in selecting, terminating and setting the compensation of the Executive Director.
SECTION 2 – COMPOSITION
The Executive Committee of the Board of Directors of this Society shall be:
President, Immediate Past President, President-Elect, Treasurer/Secretary, and Editor, Trustee to the CDA Board of Trustees, and Executive Director. The Executive Director shall be a non-voting member of this committee. Each Officer shall be elected and shall serve for a period of one (1) year, except the Trustee which shall be three (3) years. An officer must be an active member of this Society.
The Board of Directors shall be composed of the Executive Committee, Editor,Committee Chairmen, and President of the NCDS Foundation.
SECTION 3 – DUTIES
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, the Board of Directors and Executive Board.
- Serve ex-officio on all committees not otherwise provided for in these Bylaws, except the Nominating Committee.
- Appoint members to special committees; (note: these are not standing committees and do not require approval of the Board of Directors).
- Subject to ratification by the Board of Directors, appoint members to special duties representing the Society.
- Call meetings as provided in the Bylaws and such others as needed.
- Serve as Delegate to the House of Delegates of the CDA and attend the yearly President’s Conference.
- Perform other duties which normally pertain to the President and which may be provided in the Bylaws and Rules of this Society.
- Supervise all activities of the Society’s Executive Director.
- Chair a committee (President, President Elect, and Immediate Past President) annually to review the performance of the Executive Director and provide a written report to the Board.
Immediate Past President: It shall be the duties of the Immediate Past President to:
- Act as Chairperson for the Nominating Committee.
- Act as advisor to the President and the Board.
- Act as Parliamentarian and rule on parliamentary procedures.
- Assist the President as requested.
- Serve on the Executive Director review committee.
President-Elect: It shall be the duty of the President-Elect to:
- Act in the absence of the President and to exercise the powers and functions of that office.
- Succeed to the office of President upon completion of the term of office, or in case of removal, resignation or death of the President.
- Assist the President in the performance of his duties.
- Serve as an ex-officio member of all committees.
- Serve as a member of the Nominating Committee.
- Serve as a member of the Board of Directors.
- Serve as a Delegate to the CDA House of Delegates.
- Select and nominate all members of standing committees prior to their appointment.
- Oversee membership recruitment and retention.
- Introduce pending applicants to the Board and the general membership.
- Set budget goals for the forthcoming year.
- Serve as Parliamentarian of the Board of Directors.
- Serve on the Executive Director review committee.
Secretary/Treasurer: It shall be the duty of the Secretary/Treasurer:
- Supervise the collection and banking of all monies of the Society.
- Obtain approval of the Board of Directors for payment of all expenses in excess of $300, (a majority vote of the Board members at a meeting being necessary to approve). Present a financial report for each Board meeting.
- With the Executive Board, set financial/budgetary policy for the coming year.
- Keep (or cause to be kept) the minutes of all meetings of the Board of Directors and the Executive Board.
- Work closely with the Continuing Education Chairman to promote and present well run C.E. meetings.
- Supervise official Society correspondence.
- Oversee the Election process.
- Serves as ex-officio member of the Finance Advisory Committee
- Serve as Delegate to the CDA House of Delegates
Trustee to the CDA Board of Trustees: It shall be the duty of the Trustee to:
- Attend all meetings of the CDA Board of Trustees. If he cannot be at said meeting, he shall notify the President of the Society. The President shall then appoint a substitute as appropriate and as provided in these Bylaws.
- Report the transactions of the CDA Trustees to the Society’s Board of Directors at the next succeeding Board meeting.
Executive Director: The Executive Director’s duties shall be to:
- Administer the business affairs and policies of the Society as outlined in the job description.
- Attend all Board of Director and Executive Committee meetings as an ex-officio member.
- Be Business Manager of the Society’s publications.
- Prepare the agenda and send a copy with the minutes of the previous meeting of the Board of Directors to each member of the Board at least five (5) days before the next meeting.
- Assist all regular and special committee chairmen to the extent sanctioned by the Executive Committee.
- Plan and attend an orientation meeting of the Executive Committee at the beginning of their term (January).
Editor: The Editor of this Society shall serve as a director of the Society. It shall be the responsibility of the Editor to:
- Supervise the editing and production of the Society’s publications.
- Appoint members of the Society to assist with the publications.
- Attend all meetings of the Board of Directors and report and have published the proceedings of the board.
- Exercise full editorial control over the publication, subject only to the policies established by the Board of Directors and these Bylaws.
SECTION 4 – VACANCY IN OFFICE
Should a vacancy occur the President shall appoint a successor to fill the position until the next Society general election is held. Such appointment shall be subject to approval of the Board of Directors.
SECTION 5 – REMOVAL FROM OFFICE
Any elective officer or representative, except the Trustee of CDA may be removed by the Board of Directors whenever, in its judgment, the best interest of the Society would be served thereby. A two-thirds (2/3) majority of the voting members present is necessary for removal from office. In all such actions, the officer involved and all members of the Board of Directors shall be furnished a copy of the statement of the reasons for removal not less than thirty (30) days in advance of the meeting. In all such actions, the decision of the Board shall be final.
CHAPTER VI – COMMITTEES
The committees shall be appointed by the President, subject to approval of the Board of Directors, except as otherwise provided for in the Bylaws. They shall be established and operate in acceptance with these Bylaws and rules established by the Board of Directors and, in addition to the duties specified below, shall be charged with duties assigned from time to time by the Board.
The President-Elect shall nominate the chairman of all committees, except the nominating and peer review committees, for the succeeding year during his term of office. These nominations shall be subject to the approval of the board.
SECTION 3 – NOMINATING COMMITTEE
The nominating committee shall be a standing annual committee. The committee shall consist of four members (the Immediate Past President and three (3) other member) serving a three year staggered term and shall be elected by mail ballot. The Immediate Past President will serve as the committee chairman. The duties of the Nominating Committee shall be to:
A. Nominate President-Elect, Treasurer, Secretary, Editor and Trustee to the Board of Trustees of the CDA to fill an expiring term of office.
B. Nominate delegates to the CDA House of Delegates and their Alternates. The currently elected President, President-Elect, and Secretary/Treasurer shall serve as Delegates.
C. Nominate three (3) members of the nominating committee.
D. Nominate Peer Review Chairmen
i. Interview all nominees to determine their knowledge of commitments necessary to fill their respective positions and their willingness to do so.
ii. Submit a written report to the Board prior to the end of October.
SECTION 4 – PEER REVIEW
The Peer Review Committee shall consist of two (2) chairmen elected by the membership and other appointed members. The committee shall be composed of two (2) sub-committees, with members representing the north and south areas. The committee chairman will appoint three (3) members from their area for their committee subject to the approval of the Board and will function according to the rules established by CDA and the policies of this Society. Committee chairmen shall serve as members of the Board of Directors of the dental society. The duties of the Peer Review committee shall be to:
- Act as a liaison to resolve grievances and arbitrate disputes between members of this Society and patients or involved third parties arising from matters of treatment and fees.
- Act as a liaison for any member dentist bringing complaint against an insurance carrier or other third party or individual regarding matters directly related to dentistry.
SECTION 5 – PROFESSIONAL ETHICS
The professional ethics committee shall be composed of a committee Chairman and others as needed. The duties of the committee shall be to afford advice to patients, dentist(s) and others regarding (allegations of) unethical conduct. They shall investigate all matters of professional ethics referred to the committee and report on such matters to the Board of Directors along with recommendations and resolutions.
SECTION 6 – MEMBERSHIP
The membership committee shall be composed of the President-Elect and others as needed. It shall be the duty of the membership committee to investigate, process and report to the Board all applications for membership in this Society in accordance with Chapter II of these Bylaws. The committee shall promote membership in the Society and stimulate participation in its activities. The chairperson of the committee shall notify the membership of new applications in the newsletter. The committee shall report to the Board any change in status of the general membership–any death, retirements, illnesses, etc.–and determine any need of aid from the Society.
SECTION 7 – LEGISLATIVE
The Legislative committee shall consist of a chairman and others, as needed. It shall be the duty of this committee to communicate and carry out the policies of the Society on matters pertaining to legislation and to maintain liaison with Cal-D-Pac and the CDA Council on Legislation and to report their activities to the Board of Directors.
SECTION 8 – BYLAWS
The Bylaws committee shall consist of a chairman and others as needed. It shall be the duty of this committee to study proposed changes in the Bylaws of this Society and report its findings and recommendations to the Board of Directors.
SECTION 9 – DENTAL AUXILIARY
The dental auxiliary committee shall consist of two (2) members. The committee shall act as a liaison between dental auxiliary and the Society.
SECTION 10 – HOSPITAL DENTAL AFFAIRS COMMITTEE
This committee shall consist of a Chairman. It is preferable that an Oral Surgeon serve on this committee. It shall be the duty of this committee to represent the Society in all matters pertaining to hospital dentistry within this Society and promote the improvement of the standards of hospital dental services and endeavor to assure dentistry its proper position with other health services in the hospitals.
SECTION 11 – CONTINUING EDUCATION
This committee shall consist of three (3) members. It shall be the duty of this committee to research and provide information pertaining to opportunities for Continuing Education available to the membership of the Society.
SECTION 12 – DENTAL CARE
This committee shall consist of a chairman and other, as needed members. The majority shall be general practitioners. Each member shall have been in practice at least four (4) years. Committee members will be selected from different geographic areas of the component. Any dentist serving as a consultant to insurance companies will not be eligible for this committee. The duties of this committee shall be to:
- Communicate information and serve as interface between component members and third party providers
- Originate innovative dental care ideas and programs to benefit the membership
- Communicate CDA Dental Care activities to the component membership
- Organize, direct and promote the dental health education projects of the Society in the communities, including National Children’s Dental Health Month.
SECTION 13 – NORTHERN CALIFORNIA DENTAL SOCIETY FOUNDATION
This Foundation, was organized exclusively for charitable, education and public purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The mission of the Foundation is to stimulate and support research, education and knowledge in the field of dentistry with the overall objective of advancing the art and science of dentistry, fulfilling the dental needs of the public and, thereby, improving the public health. The President of the Foundation shall be a member of the Board of Directors of the Northern California Dental Society.
SECTION 14 –NEW MEMBERS COMMITTEE
The Young Dentists Committee shall consist of a chairman. It shall be the duty of this committee to promote organized dentistry to those that have recently moved into the area. This committee will represent the Society in matters pertaining to the young dentist on a local, state or national level.
SECTION 15 – EXECUTIVE DIRECTOR REVIEW COMMITTEE
The Committee to review the Executive Director shall consist of the President, President Elect, and Immediate Past President. It shall be their duty to review the Executive Director each January and provide a written report with recommendations to the Board at its next meeting.
SECTION 16 – WELL-BEING
The Well-Being Committee shall consist of a chairman. It shall be the duty of this committee to support the well-being of our dentists, in so doing to protect patient welfare, improve patient care and improve dental staff functioning. The Committee works to achieve this purpose through facilitation of, treatment for, prevention of, and intervention in alcohol-related, drug related, and behavioral problems of members of the dental staff. The Committee aims to foster a culture of mutual concern, safety, professionalism and confidentiality.
SECTION 17 – FINANCE ADVISORY COMMITTEE
The Finance Advisory Committee shall be a rotating committee of three (3) members with one appointed each year for a three (3) year term and the Secretary/Treasurer of the Society as an ex-officio member. this committee shall act in an advisory capacity to the Executive Committee and the Society in all matters pertaining to the funds of our component. They shall review the annual official audit and ensure that generally accepting accounting principles are practiced. The committee shall study the various committee requests and prepare a budget annually showing sources and estimated amounts of revenues and recommended disbursement for the year. They shall plan for a sufficient balance in the operating fund for the use of the next administration. This budget is to be presented to the executive Committee at its November board meeting. The proposed budget is to be submitted for approval at the January general membership meeting.
SECTION 18 – APPROVAL OF COMMITTEES
All committees, except the Nominating Committee and Peer Review Committee, are subject to the approval of the Board during the year prior to taking office. Vacancies on committees shall be filled at the discretion of the President by appointment and Board approval, except otherwise specified in the Bylaws. Other committees may be appointed from time to time as seen fit by the President and approved by the Board.
CHAPTER VII – PRINCIPLES OF ETHICS AND DISCIPLINARY PROCEEDING
SECTION 1 – PROFESSIONAL CONDUCT OF MEMBERS
The Principles of Ethics of the American Dental Association, the Code of Ethics Professional Conduct of the California Dental Association, and the Bylaws and codes of this Society shall govern the professional conduct of a member of this Society. In the event the Ethics Committee finds a member to be in violation of any of the codes or Bylaws or this Society, circumstances will be referred to the California Dental Association Judicial Council.
SECTION 2 – DISCIPLINE OF MEMBERS
A member may be disciplined by this Society or by the CDA for:
- Having been found guilty of a felony
- Having been found guilty of violating the Dental Practice Act of the State of California
- Violating the Principles of Ethics of the American Dental Association, the Bylaws or Code of Ethics of the CDA or the Bylaws or Codes of this Society.
The disciplinary penalties are:
A member may be placed under a sentence of censure, suspension or probation, or may be expelled from membership for any of the offenses enumerated in Section 2A of this Chapter.
The disciplinary proceedings are:
Disciplinary proceedings will be conducted by the CDA or when the CDA declines to act, this Society may act consistent with procedures outlined in the Bylaws of CDA.
An accused member under sentence by this Society shall have the right to appeal from this decision to the CDA Judicial Council in accordance with the CDA Bylaws.
SECTION 3 – WAIVER
Upon accepting membership in this Society, each member waives the right to hold this Society or any member thereof responsible for any damage in case of discipline imposed pursuant to these Bylaws or the confirmation of any such discipline imposed by any other Dental Society.
CHAPTER VIII- CODE OF ETHICS
This Society shall accept the Principles of Ethics of the ADA and the Code of Ethics of the CDA as its basic Code of Ethics and will interpret and adopt additional provisions as standing rules. A copy of these rules shall be available upon request from the Executive Director of this Society.
CHAPTER X – BYLAWS
SECTION 1 – AMENDMENTS
These Bylaws may be amended, revised or repealed at any general membership meeting of the Society by a two-thirds (2/3) vote of the members present and voting, provided that the proposed change shall have been mailed to the members thirty (30) days before the meeting at which such proposed change shall have been approved by the Board of Directors as being in proper form and not in conflict with any Bylaws principles or rules of the CDA or ADA.
SECTION 2 – CONFLICT
Shall any of these Bylaws be in conflict with the Bylaws of CDA or ADA then the Bylaws of these two organizations shall take precedence.
SECTION 3 – ENACTMENT
Upon enactment in accordance with Section 1 of this Chapter these Bylaws shall render Null and Void hereafter any and all previous Bylaws and shall become immediately the sole Bylaws of this Society.
SECTION 4 – ACCEPTANCE
Signature to these Bylaws, on application for membership in or payment of dues to this Society shall constitute acceptance of the Bylaws of this Society.