CONSTITUTION OF THE THIRD DISTRICT DENTAL SOCIETY OF THE PENNSYLVANIA DENTAL ASSOCIATION
ARTICLE I NAME
The name of this organization shall be the Third District Dental Society of Pennsylvania, hereinafter referred to as “the Society” or “this Society”.
ARTICLE II PURPOSES
The purpose of this Society shall be to serve the public, improve their health, promote the art and science of dentistry and represent the interests of its members and the people they serve.
ARTICLE III ORGANIZATION
Charter: This Society shall operate under a charter granted by the Pennsylvania Dental Association and the American Dental Association and shall be governed by the Constitution and Bylaws of the Third District Dental Society.
Location: The geographic boundaries of this Society are the counties of the territory of Carbon, Columbia, Lackawanna, Luzerne, Monroe, Pike, Susquehanna, Wayne and Wyoming; and the part of Schuylkill County which is east of Route 309 between McAdoo and Tamaqua and north of Route 443 between south Tamaqua and the Carbon County border.
Membership: The membership of this Society shall consist of dentists and other persons whose qualifications and classifications shall be established in Chapter I of the Bylaws.
Local Societies: Local Dental Societies may be formed within the geographic boundaries of this Society and their members must maintain membership in this Society, the Pennsylvania Dental Association and the American Dental Association.
Dissolution: This Society is a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania. If this corporation shall be dissolved at any time, no part of its funds or property shall be distributed to or among its members, but after payment of all indebtedness of the corporation, any surplus funds or assets shall be distributed to a tax-exempt organization or organizations to be used for dental research or any other worthwhile tax exempt purpose in such manner as the then governing body shall determine.
ARTICLE IV GOVERNMENT
Legislative Body: The legislative body and governing body of Society shall be its active, life, and retired members.
Administrative Body: The administrative body of this Society shall be a Board of Directors, hereinafter referred to as “the Board” or “this Board”, as provided in Article 7.5 of the Bylaws.
ARTICLE V OFFICERS
The elective officers of this Society shall be a President, President-Elect, Secretary, Treasurer, and Trustee, each of whom shall be elected by the membership at the Annual Meeting of the Society.
ARTICLE VI MEETINGS
Annual Meeting: The Annual Meeting of this Society shall be conducted as provided in Article 4 of the Bylaws.
Special Meetings: Special Meetings of this Society shall be conducted as provided in Article 4 of the Bylaws.
Business meetings shall be attended by the Board officers, Trustee, Local society presidents and the secretaries.
ARTICLE VII PRINCIPLES OF ETHICS
The Principles of Ethics and Code of Professional Conduct of this Society shall be the Principles of Ethics and Professional Conduct adopted and set forth by the Pennsylvania Dental Association and the American Dental Association.
ARTICLE VIII AMENDMENTS
This Constitution and Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at the annual meeting of the Society, provided that the proposed amendment(s) have been presented to the membership at least thirty (30) days prior to voting. Publication of amendment(s) in this Society’s library announcements or other publications shall satisfy this requirement of membership notification.
BYLAWS OF THE THIRD DISTRICT DENTAL SOCIETY
ARTICLE 1.0 MEMBERSHIP
The membership of this Society shall be composed of Active Members, Honorary Members, Life Members, Retired Members, Affiliate Members and Associate Members. All members are entitled to attend the annual meeting of the PDA. All active, life and retired members in good standing are entitled to vote for the offices of President Elect and Treasurer, PDA Trustee, nominees for ADA Trustee and ADA delegates and alternates.
1.0. IN GOOD STANDING
1.1.1 A member shall be considered in good standing whose dues and special assessments for the current calendar year have been paid by the last business day of January, or who is participating in the monthly electronic dues payment program, and who has not been determined to be ineligible for membership pursuant to procedures in the PDA Bylaws.
1.1.2 An active member whose dues for the current year have not been paid by March 31 of the current year, except those members participating in the monthly electronic dues payment program whose dues must be paid by December 15 of the current year, shall cease to be a member.
1.1.3 A member of this Society while receiving assistance from the PDA relief fund, shall be exempt from the payment of dues and shall be in good standing during the period of such assistance.
1.1.4 An active member of this Society who qualifies for exemption of dues under the waiver provision of the ADA Bylaws shall automatically be exempt from PDA dues for the same period of time, and shall be in good standing during the period of such assistance.
1.2 ACTIVE MEMBER
1.2.1 Active members shall be dentists whose professional address is within the Commonwealth of Pennsylvania, and who are licensed by or registered with the Pennsylvania State Board of Dentistry. Active membership shall originate in any local society in which the member practices.
1.2.2 Any dental officer while serving in an active duty status in any of the armed forces of the United States who has had a professional address in Pennsylvania or declares a Pennsylvania address on being separated from the service may become an active member of this Society while on active duty for a period of time not to exceed three years.
1.2.3 Any dentist eligible for active membership in ADA who is not licensed to practice in Pennsylvania, but who is teaching or practicing dentistry in Pennsylvania under circumstances legally permitted under the Dental Practice Act, shall be eligible for active membership in this Society and their local society.
1.2.4 An active member in good standing shall be eligible for election or appointment to any office, committee, advisory group, board or similar position in this Society.
1.3 LIFE MEMBER
1.3.1 An active member of this Society, upon being qualified for Life Membership by the ADA, shall automatically become a life member of this Society.
1.3.2 A life member in good standing shall be eligible for election or appointment to any office, committee, advisory group, board or similar position in this Society.
1.4 RETIRED MEMBER
1.4.1 An active member of this Society upon being qualified for Retired Membership by the PDA, shall automatically become a retired member of this Society.
1.4.2 A retired member in good standing shall be eligible for election or appointment to any office, committee, advisory group, board or similar position in PDA.
1.5.0 AFFILIATE MEMBER
1.5.1 An ADA member dentist in good standing who practices outside the Commonwealth of PA, upon application and payment of appropriate dues shall be classified as an affiliate member of this Society.
1.6 HONORARY MEMBER
1.6.1 Honorary members shall be individuals who have made an outstanding contribution to the advancement of the art and science of dentistry. They shall be elected by a ¾ vote of the Board.
1.7.0 ASSOCIATE MEMBER
1.7.1 A person, not eligible for any other type of membership in PDA, who contributes to the advancement of PDA and has not met the educational requirements for licensure as a dentist anywhere in the United States, upon application to and approval by the Board, shall be classified as an associate member of PDA.
ARTICLE 2.0 ANNUAL DUES AND ASSESSMENTS
2.1 Dues and special assessments shall be determined by the Board and shall be payable by January first of each year. Passage shall require a two-thirds (2/3) majority vote.
2.1.1 Active members shall be exempt from the payment of dues and any special assessments for the remaining period of that year and the following first full calendar year in which they were awarded a DDS or DMD degree or upon completion of an accredited advanced training program.
2.1.2 Dues for Active, Life, Associate and Affiliate membership shall be in accord to the PDA
2.3 Life members who derive no income related to dentistry shall be exempt from the payment of dues and special assessments.
2.5 Honorary members shall be exempt from the payment of dues and special assessments.
2.9 The Board may authorize limited dues reduction, up to fifty percent (50%) of active member dues and any special assessments for promoting active membership in Pennsylvania through marketing campaigns recommended by the Membership Committee. This reduction of active member dues and any special assessments shall be on a one-time only basis.
2.10 The Society dues and special assessments for any member called to active duty in the uniformed forces of the United States shall be waived during the period of service.
ARTICLE 3.0 LOCAL SOCIETIES
3.1 Local societies shall be organized within each district and when approved by this society shall be recognized entities.
3.2 POWERS AND DUTIES
3.2.1 Each local society shall elect officers, and changes require notification to the district within 30 days of adoption.
3.2.2 Each local society shall adopt and maintain a constitution and bylaws, which shall not conflict with the Constitution and Bylaws of this Society, PDA and ADA, and shall file a duplicate to the PDA and then any subsequent changes within 30 days.
3.2.3 Each local society shall review applications for membership from dentists practicing within its jurisdiction and forward any comments to the district and PDA.
220.127.116.11. Each local society shall provide for its financial support, accounting and maintenance of documents.
Article 4.0 MEETINGS
4.1 Annual Session: This Society shall hold at least one (1) regular meeting for business each year at the “Annual Session”, at a time and place to be designated by the Board of Directors. The Annual Session shall provide the legislative body of the Society the opportunity to conduct the business of the Society. This session, upon designation of the President, may be divided into separate successive meetings, as may be necessary for the members participation.
4.2 Special Meetings: Special meetings of the Society shall be called by the President at his own direction or upon the written request of ten (10) members. Notice of a special meeting shall be mailed or emailed to the membership not less than fifteen (15) days prior to the date set for the meeting. The notice shall state the purpose or purposes of the special meeting.
4.3 Quorum and Voting: Eight ( 8 ) of the Society’s members who are in good standing shall constitute a quorum at any meeting of the Society. Active, life, and retired members shall be entitled to vote at any meeting of this Society and unless otherwise indicated in these Bylaws, official actions of this Society’s legislative body shall be decided by majority vote of the member’s present and voting. If a tie vote occurs on a motion and the presiding officer must vote.
4.4 Business meetings of the Board are called by the president at least 30 days in advance.
Article 5.0 TRUSTEE TO THE PDA
5.1 Privilege of Representation: This Society shall be entitled to elect one (1) Trustee who shall serve for a term of three (3) years on the Board of Trustees of the Pennsylvania Dental Association.
5.2 The Trustee must be a member, in good standing, of the Pennsylvania Dental Association and a fully privileged member of this Society. Should the person serving as Trustee of the Pennsylvania Dental Association cease to be a member in good standing, or cease to be a fully privileged member of this Society during a term of office, the office of Trustee shall be declared vacant. The vacancy shall be filled by the board.
5.3 The Board shall select a nominee or nominees to be presented at the Annual Meeting as candidate(s) for election as Trustee. Nominations from the floor are also allowed.
5.4 The Trustee shall be elected by a majority vote of the members present and voting at the Annual Meeting of the Society immediately preceding the expiration of the then current term of office.
5.6 The Secretary of this Society shall certify that the election of the Trustee was held in accordance with the provisions of this Article and shall forward this certification in writing to the Secretary of the Pennsylvania Dental Association at least fourteen (14) days prior to the opening of the annual session of the Pennsylvania Dental Association.
5.7 The Trustee shall be installed at the Annual Session of the Pennsylvania Dental Association. The Trustee shall stand for election every three (3) years.
5.8 The duties of the Trustee shall be as specified in the Bylaws of the Pennsylvania Dental Association. In addition, the Trustee shall make a report to the Annual Meeting of this Society.
5.9 INSTALLATION: Non-Trustee elective officers shall be installed at the following Board meeting and shall assume office the first day of the ensuing year.
5.10. Absence from a Board of Trustees’ Meeting: In the event that this Society’s Trustee will be absent from an entire regular or special meeting, whether held in person or by telephone conference, the President of this Society the PDA may appoint, after consulting with the Secretary of this Society, an active or life member of this Society to serve as 3rd district appointee until confirmed by the Board of Trustees. Voting at the PDA Board requires an executive orientation to the board.
5.11. Vacancy: In the event of a vacancy in the office of Trustee the Board of Directors, shall appoint a qualified member of the Society to fill the office until a successor is elected by the Society for the remainder of the unexpired term.
Article 6.0 OFFICERS OF THE SOCIETY
6.1.1 The elective officers of this Society shall be a President, President–Elect, Secretary, Treasurer as provided in these bylaws
6.1.2 Only Active, Life, Retired Members of this Society hall be eligible to serve as an elective officer.
6.1.3 Term of Office: All elective Society officers (except President 2 years) shall serve for a term of one (1) year or until a successor is elected and installed.
6.1.4 In the event of a vacancy of office, the president may appoint a member to serve for the unexpired portion of the term.
6.1.5 Nominations for the offices of President, President–Elect, Secretary, Treasurer shall be made for any positions open at the PDA, or ADA. The recommendations must be approved by a majority vote of the eligible members present and voting . Upon approval, the Chair shall call for additional nominations from the floor. The nominations shall be declared closed upon motion.
6.2. ELECTION: The slate of nominees shall be presented at the annual business meeting
6.2.1 If only one (1) nomination is offered for any office vacancy, the secretary of the Society shall be designated by the Chair to cast the vote of the Society, and the nominee(s) shall be declared unanimously elected.
6.2.2 Where more than one (1) nomination is offered for any office vacancy, the voting shall be by closed ballot, and the Chair shall appoint suitable tellers for the purpose. If no candidate receives a majority vote, the candidate receiving the least number of votes shall be eliminated and balloting shall be repeated until one candidate receives a majority vote.
6.2.3. In the event of a tie vote in three competitive balloting, the President shall cast the deciding vote.
6.2.4. The Board of this society may conduct its business by meeting in person, telephonically, by mail, or through any form of electronic communication.
6.2.5 All actions will require majority vote unless otherwise specified in the Bylaws.
6.3.1 PRESIDENT: It shall be the duty of the President to:Direct the business of the Society.
6.3.2 Preside at all meetings of the Society and the Board of Directors.
6.3.3 Perform such duties as pertain to the office of President.
6.3.4 Serve as an ex-officio member of all standing and ad hoc committees.
6.3.5 Serve as the 3rd district voting member on the PDA council of presidents, COP.
6.3.6 Appoint Chairpersons and committee members not otherwise provided in the Bylaws
6.3.7 Serve as the official representative of this Society in its contacts with governmental, civic, business, and professional organizations for advancing the objectives and policies of this Society.
6.3.8 Call special meeting of the Society as directed by of these Bylaws.
6.3.9 Decide on the time and place of meetings of the Board of Directors.
18.104.22.168 May deliver an address or remarks at the Society’s Annual Meeting.
22.214.171.124 Perform such other duties as may be consistent with these Bylaws and the Bylaws of the Pennsylvania Dental Association
6.4. PRESIDENT-ELECT: It shall be the duty of the President-Elect to:
6.4.1 Assist the President as requested.
6.4.2 Preside at all meetings of the Society and the Board in the absence of the President.
6.4.3 Succeed to the office of President after the expiration of the term of office of the President.
6.5 SECRETARY: It shall be the duty of the Secretary to:
6.5.1. Coordinate, subject to the direction of the President, the activities of the Board of Directors, standing Committees and the Annual Meeting
6.5.2. Record the minutes and supervise the correspondence of the Society. Minutes shall be submitted to the Executive committee for comment within 30 days after each meeting.
6.5.3. Make a membership report, including necrology, at the Annual Meeting
6.5.4 Serve ex-officio on all committees.
6.5.5. Inform all appropriate persons and Committees of reports which are required for the Annual Meeting.
6.5.6. File with the Secretary of the Pennsylvania Dental Association, the name of the nominee, if there is one, to the State Board of Dentistry, and every third year the name of the district’s duly elected Trustee to the Pennsylvania Dental Association.
6.5.7. Submit to PDA central office prior to the established deadline, the elected roster of 3rd district nominees for ADA HOD Delegate at large.
6.5.8. Perform such other duties that pertain to the office of Secretary as are appropriate and/or directed by these Bylaws.
6.5.9. Maintain a current roster including complete contact information, of all elective local and district officers as well as a set of the current By-laws and Constitutions of all local dental societies of the 3rd District. The secretary shall cause these documents to be available within 30 days, upon request, to any member in good standing. Documents will be sent electronically to such members.
6.6 TREASURER: It shall be the duty of the Treasurer to:
6.6.1 Serve ex-officio on all committees that have a budget line item.
6.6.2 Collect and keep dues and other monies of the Society and pay out same on the direction of the President or the Board.
6.6.3 Refer any request for non-budgeted expenditures to the Board of Directors for action.
6.6.4 Disburse all Society monies by check, debit, credit card or electronic transfer and maintain receipts of all income and disbursements.
6.6.5 Invest the Society’s non-operating or reserve funds as directed by the Board of Directors.
6.6.6. Cooperate with the Society’s Auditing Committee.
6.6.7 Perform such other duties that pertain to the office of Treasurer as are appropriate and/or as directed by these Bylaws.
6.6.8 Cause the timely filing of all tax returns to any governmental agency and cause those returns to be available on request to the Board.
6.6.9 This Society shall reimburse reasonable expenses incurred by an officer, committee member or agent of the Society in connection with the Society’s activities using an accountable expense plan (wherein receipts and any other documentation supporting the validity of the expenditure and that it was related to the business of the Society must be submitted prior to any reimbursement being issued) in accordance with applicable provisions of the Internal Revenue Code, Regulations, Revenue Rulings and Revenue Procedures.
Article 7.0 COMMITTEES
7.1. All committee members are appointed by the president of this Society
7.2. All committee chairs shall make an annual report to the Board.
7.3 Standing Committees
7.3.1 Membership Committee: Shall include in its body the Society’s Secretary and the secretaries of the local societies. Committee duties shall be to work with like committees of the local societies in a constant effort to build and strengthen the membership of this Society and to keep abreast of and record deaths of members of this Society, forwarding the same to the PDA.
7.4. Audit Committee:
7.4.1 Shall have a chairperson other than a board member and shall audit the accounts the Treasurer following the close of the year. This committee’s report shall be presented by the first meeting of the Board each calendar year.
7.4.2 The fiscal year of the Society shall be the calendar year.
7.4.3 An audit of the accounts be made by the Society’s Audit Committee in the february following the previous the fiscal year.
7.4.4 The Secretary shall have a copy of the audited financial report for each member of the Society to review. This shall be done after the audit is completed and approved by the Executive Committee.
7.4.5 All Society expenditures are to be by check which must have the signature of the Treasurer.
7.4.6 The annual dues for this society shall be reviewed annually by the board.
7.4.7 Dues shall follow the same structure as outlined in the PDA billing formula.
7.5 THE BOARD OF DIRECTORS
7.5.1 The Board of this Society the Local dental society Presidents or their designees
7.5.2 This Board shall meet at the call of the President when in the judgment of the President, and shall have the power to act for the board on matters requiring prompt attention. All actions of the Board of Directors shall be reported to the next meeting of the Board.
7.5.3 Quorum and Voting: All members of the Board, except ex-officio members, shall be eligible to vote on motions before the Board of Directors. A majority of votes cast shall be required for the Board to take any official action. If a tie vote occurs on a motion the presiding officer must vote.
7.5.4 The Board shall be the managing body of the Society and shall conduct all business of the Society subject to the laws of the Commonwealth of Pennsylvania, the Articles of Incorporation and the Constitution and Bylaws of the Society.
7.5.5 The Board is empowered to make rules and regulations consistent with the Articles of Incorporation and the Constitution and Bylaws of the Society. In addition, the Board is authorized to adopt interim policy for the Society, subject to approval by the membership at the Annual Meeting.
7.6 The Board must approve any budgetary line item more than $5000.
7.6.1 The Board shall direct the Treasurer in the investment of the Society’s non-operating or reserve funds.
7.6.2 The Board is empowered to remove from office any officer or committee member for misconduct in office, or incompetence, or neglect of duties in office upon a two-thirds (2/3) vote of the Board, excluding the officer being voted upon.
7.7 The Board is empowered to present nominees for election to honorary membership.
7.8 The Board may cause appropriate persons to be bonded by a surety company.
7.9 The Board shall meet at least once each year. Additional meetings of the Board shall be at the call of the President or upon the written request of three (3) Board members
7.9.1 Ad Hoc Committees may be required for special activities of the Society. The President, subject to the approval of the Board, shall appoint such Committees from the members of the board. The President shall designate one member to serve as Chairperson of the Ad Hoc Committee.
ARTICLE 8.0 RULES OF ORDER
The American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern the deliberations of this Society, except where the Code may conflict with the legal Bylaw procedure adopted herein.
ARTICLE 9.0 CODE OF ETHICS
The code of ethics of the PDA shall govern the member of this Society.
ARTICLE 10.0 CONFLICT OF INTEREST
10.1.1 Those who serve in elective or appointive offices or positions shall do so in a representative or fiduciary capacity requiring loyalty to PDA. At all times while serving in such offices or positions, these persons shall further the interests of PDA as a whole.
10.2 The following situations shall be avoided by those individuals who are covered under this policy.
10.2.1 They shall avoid placing themselves in a position where personal or professional interests may conflict with their duty to PDA;
10.2.2 They shall avoid using information learned through such office or position for personal gain or advantage; and
10.2.3 They shall avoid obtaining by a third party an improper gain or advantage.
10.2.4 The Board shall render a final judgment on what constitutes a conflict of interest.
10.3.1 Each nominee, candidate and appointee, as a condition for selection, shall disclose any situation which might be construed as placing that person in a position of having a conflict of interest with the individual’s duty to PDA.
10.3.2 While serving, said individual shall sign and comply with the adopted PDA conflict of interest policy applicable to the respective office or position.
10.3.3 Any situation in which a potential conflict of interest may arise shall be reported.
ARTICLE 11.0 INDEMNIFICATION
11.1 Personal Liability of Trustees Generally: A n officer shall not be personally liable for damages for any action taken or any failure to take any action, except to the extent that exemption from liability damages is not allowed under the laws of the Commonwealth of Pennsylvania which are now or may hereafter be in effect. The provisions of this subsection are intended to exempt the officers for monetary damage to the maximum extent allowed under the Pennsylvania Directors’ Liability Act (42 Pa. C.S. § 8361 et seq.) or under any other law now or hereafter in effect.
11.2 Specific Rule Under the Directors’ Liability Act: Without limitation of the above, an officer shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless: (i) the officer has breached or failed to perform the duties of this office under Section 8363 of the Trustee’s Liability Act, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt a trustee from: (i) the responsibility or liability of a trustee pursuant to any criminal statute; or (ii) the liability of a trustee for the payment of taxes pursuant to local, state or federal law.
11.3 Modification or Repeal: The provision of this Article may be modified, amended or repealed under the procedures as set forth in these Bylaws; provided, however, that any such modification, amendment or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification, amendment or repeal.
ARTICLE 12.0 AMENDMENTS
12.1. These Bylaws may be amended at the annual business meeting of this Society upon favorable recommendation of the board and a two thirds (2/3) affirmative vote of the members present at the annual meeting. Amendments may be recommended to the Board by the membership through a petition signed by twenty-five (25) members in good standing of this Society.
12.2. This Constitution and Bylaws shall be subject to change so as to not conflict with any amendments that may be made in the PDA Bylaws.
Joseph Kelly, Jr.
November 10, 2017
Approved November 9, 2018