Article I - NAME
This Society shall be known as the BRONX COUNTY DENTAL SOCIETY, a component of THE NEW YORK STATE DENTAL ASSOCIATION and of the AMERICAN DENTAL ASSOCIATION; and hereinafter referred to as "the Society" or "this Society".
Article II - BOUNDARIES
The geographical boundaries of the Society shall be congruent with the Twelfth Judicial District and the Borough of the Bronx of the City of New York.
Article III - OBJECTIVES
The objectives of this Society shall be to promote the art and science of dentistry and its collateral branches; to encourage dental and oral research; to elevate and sustain the professional character of dentists; to provide and promote means for the continuing education of dentists; to safeguard the professional integrity of its members to establish and maintain them in appropriate and equitable relationship with the public, and with all agencies working in the field of public health and welfare; to enlighten and direct public knowledge in regard to the problems of oral health; to secure funds by dues, deed and gifts, bequests or otherwise & to hold and administer same for the objectives stated above.
Article IV - MEMBERSHIP
The membership of this Society shall consist of dentists and other persons whose qualifications and classifications shall be as established in SECTION I of the BYLAWS
Article V - ORGANIZATION
The Society is a non-profit organization incorporated in June 4, 1985 pursuant to CHAPTER 152 of the Laws of the State of New York as adopted on April 7, 1968 and continued by CHAPTER 138 SECTIONs 5,6 of the laws of 1980 under SECTION 402 of the Not-for- Profit Corporation Law of the state of New York.
Article VI - GOVERNMENT
The Board of Directors, hereinafter referred to as "the Board", shall be the governing body of this Society and shall have charge of all business of the Society except those matters which must be brought before the general membership as provided for in the Bylaws.
Article VII - OFFICERS
The elective officers of this Society shall be a President, President-Elect, Vice-President, Secretary and Treasurer, each of whom shall be elected as provided for in the Bylaws. The appointive officers of this Society shall be an Editor and Program Chairman and Chairman of the Financial Committee each of whom shall be appointed as provided for in the Bylaws.
Article VIII - MEETINGS
This Society shall meet annually during the month of January for the purpose of installing the newly elected officers. It shall also meet at regularly stated meetings and at special meetings as provided for in the Bylaws
Article IX - CODE OF ETHICS
The Principles of Ethics of the American Dental Association and the Code of Ethics of The New York State Dental Association shall govern the professional conduct of all members of this Society. The Society shall have the authority to adopt additional provisions not in conflict with the above.
Article X - AMENDMENTS
This Constitution may be amended by a two-thirds affirmative vote of the members of this Society present and voting at a stated meeting or at a special meeting called for that purpose; provided that the proposed amendments have been presented to the Board of Directors, endorsed by 10 members and published in the official publication of the Society at least 30 days prior to the voting date. Amendments shall become effective immediately upon adoption.
Article XI - ADOPTION
This Constitution shall be adopted by a majority vote of the members present and voting at a stated or special meeting of the society called for such purpose. BYLAWS
CHAPTER I - MEMBERSHIP
SECTION 1. Classification The members of this Society shall be classified as follows; Life Active, Life Retired, Active, Life, Retired, Associate, Student, Honorary. The membership classifications should be consistent with the ADA definitions.
SECTION 2. Qualifications for each category of membership are as presented in ADA Bylaws. Associate. Any dentist who is a member in good standing of the American Dental Association or a member of an allied profession, who has contributed to the OBJECTIVES of this Society, may apply for Associate Membership. Student. Any undergraduate student at an accredited dental school, or any dentist who is engaged full time in a residency or graduate program and is a member in good standing of the American Student Dental Association (ASDA) may apply for Student Membership Honorary. Any individual who has contributed materially to the advancement of the objectives of this Society may be elected as an Honorary Member by a two-thirds affirmative vote of the Board of Directors.
SECTION 3. Rights & Privileges shall be consistent with ADA Bylaws and parallel all future changes
A. Active Member
An active member in good standing shall have the right to vote and hold office; shall receive an annual membership card from the American Dental Association; shall receive the official publication of the society.
B. Life Member
- Must agree with NYSDA\ADA definition of a life member and shall be entitled to all the rights and privileges of an active member except that he/she shall not receive the Journal of the American Dental Association except by subscription. A retired life member shall be exempt from the payment of the dues of this Society, as well as the dues of the NYSDA & ADA.
C. Retired Member.
A retired member shall have all the rights and privileges of an active member except the right to vote and hold office.
D. Associate Member.
An associate member as allowed by the "Board" shall have all the rights and privileges of an active member except the right to vote and hold office.
E. Student Member.
A student member as allowed by the "Board" shall have all the rights and privileges of an active member except the right to vote and hold office.
G. Honorary Member.
An honorary member as allowed by the "Board" shall have all the right and privileges of an active member except the right to vote and hold office.
CHAPTER II - FINANCES
SECTION 1. Membership Dues
A. Active Member. The dues of active members shall be established by the BCDS Executive Board and is due January 1st of each year plus the dues of The New York State Dental Association and the American Dental Association.
B. Active Life Member. Life members shall be 50% of active members annual dues.
B1. Retired Life Member-exempt from dues
C. Retired Member. The dues of retired members shall be consistent with ADA Bylaws and due January 1st of each year.
D. Associate Member. The dues of associate members shall be established by the BCDS and is due January 1st of each year.
E. Student Members. The dues of student members shall be ten ($10) dollars due January 1st of each year.
F. Honorary Members. Honorary members shall be exempt from annual dues.
SECTION 2. Fiscal Year The fiscal year of the Society shall begin on January 1 and end on December 31 of each year.
SECTION 3. General Operating Fund The general operating fund of the Society shall consist of all monies received other than those specifically allocated to other funds by these Bylaws. This fund shall be used to defray all expenses incurred by the Society not otherwise covered in these Bylaws All disbursements from these funds over $750.00 require two signatures from either the President, Executive Director,Treasurer, or Finance Chairperson.
SECTION 4. Relief Fund The Society shall if so desires to establish a Relief Fund, fully segregated from any other funds of the Society, for the purpose of granting aid to dentists, their dependents and survivors, in accordance with rules and regulations formulated by the Board of Directors and the rules and regulations governing relief grants formulated by The New York State Dental Association and the American Dental Association.
SECTION 5. Restricted Funds. Other restricted funds may be established for specific purposes by the Board of Directors. . All funds shall be under the supervision of the Treasurer and the Finance Committee of the Board of Directors but approved by the Board of Directors.
SECTION 6. Assessments Assessments may be levied for specific purposes upon recommendation of the Board of Directors and adoption by a two/thirds affirmative vote of the membership at any regular meeting after due notification of such vote has been made either by notice in the official publication of the Society or via direct mail.
CHAPTER III - Elected Officers
SECTION 1. Number & Title. The Elective Officers shall be a President, President-Elect, Vice-President, Secretary and Treasurer.
SECTION 2. Eligibility. Only an active or life member in good standing shall be eligible to serve as an elected officer of the Society.
SECTION 3. Nomination. A nominating committee as provided for in of these Bylaws shall prepare and present a slate of nominations for all the Elected Officers to a general membership meeting. Further nominations may be made by a petition signed by fifteen (15) members in good standing and presented to the secretary of the Society in timely fashion so as to be published in the official publication.
SECTION 4. Elections. The Elective Officers shall be elected by a majority vote of the present members eligible to vote at a general or special membership meeting designated for that purpose by the Board of Directors; provided notice has been published in the official publication stating date, time and place where such election shall take place.
SECTION 5. Tenure of Office The Elected Officers shall serve a term of two (2) years, or until their successors are elected and installed. The term of office of all Elective Officers shall begin on January 1st of the year and the officers shall be installed at the January meeting of the Society. The representatives to the Governing Body of the State Dental Society: Governors shall have a maximum of three two year terms. The representatives of the American Dental Association: ADA Delegates shall have a maximum of six (1) year terms. Alternate Delegates shall have a maximum of six (1) year terms.
SECTION 6. Vacancies In the event that the office of President becomes vacant, the President Elect shall become President for the unexpired portion of that term and he/she shall continue in office to serve his/her full term as President. In the event the office of President Elect becomes vacant, it shall remain vacant until the next annual election. In the event of a vacancy in the office of Secretary or Treasurer, the unexpired portion of the term shall be filled by a person selected by a majority vote of the Board of Directors.
SECTION 7. Duties.
A. President. It shall be the duty of the President:
1- To preside at all meetings of the Society. Those meetings shall try to follow Sturgis rules.
2- To serve as member of the Board of Directors with the right to vote.
3- To call special membership meetings as provided for in these Bylaws.
4- To appoint the chairmen and members of standing and special committees and state councils as provided for in these Bylaws
5- To fill all vacancies on committees should they occur.
6- To serve as the official representative of the Society in its contacts with governmental, civic, business and professional organizations for the purpose of advancing the objectives and policies of the Society.
7- To perform such other duties as may be provided for in these Bylaws.
8-To be a signatory for disbursements of funds as specified in these Bylaws.
B. President Elect. It shall be the duty of the President Elect:
1- To serve as President in the event the office of President becomes vacant.
2- To succeed to the office of President without election at the next bi annual meeting of the Society after he/she had been installed
3. To assist the President as requested.
4. To serve as a member of the Board of Directors with the right to vote
C. Vice President. It shall be the duty of the Vice President
1- To serve as a member of the Board of Directors with the right to vote.
2- To assist the President and President-Elect as requested.
D. Secretary. It shall be the duty of the Secretary
1- To serve as custodian of the books, records, archives and property of the Society.
2- To keep a record of all proceedings and minutes of meetings of the Society and the Board of Directors.
3- To keep a complete roster of all members of the Society, the elected and appointed officers, chairmen and members of all committees.
4- To attend to all correspondence, reporting there upon to the Board of Directors.
5- To notify all officers, board members and committee members as to the time and place of all meetings.
6- To provide official ballots for all elections.
7- To provide to the Editor, for publication in the official Bulletin of the Society, notices of the time and place of all meetings of the Society, with appropriate details of the program.
8- To serve as a member of the Board of Directors with the right to vote.
E. Treasurer. It shall be the duty of the Treasurer:
1- To provide to each member a bill for annual dues and assessments, when levied.
2- To collect and receive all dues, fees, assessments and income of the Society, which he shall deposit in the name of the Society in such depositories as shall be designated by the Board of Directors.
3- To serve as custodian of all monies, securities, deed and bequests belonging to the Society, which he shall hold and invest, subject to the direction and authorization of the Board of Directors and the recommendations of the Finance Committee.
4-To be a signatory for disbursements of funds as specified in these Bylaws.
5- To furnish an adequate "bond" at the expense of the Society.
6- To serve as a member of the Board of Directors with the right to vote.
9- To submit to the Board of Directors annually, a statement of all receipts and disbursements of the previous year, with an audited report of the financial condition of the Society. His accounts shall always be subject to audit by the Board of Directors
10- To perform such other duties as may be provided for in these Bylaws.
CHAPTER IV - APPOINTIVE OFFICERS
SECTION 1. Number and Title. The appointive officers of this Society shall be an Editor, Program Chairman and a Chairman of the Financial Committee.
SECTION 2. Appointment. Any active or life member in good standing, of this Society shall be eligible for appointment to an appointive office by majority vote of the Board of Directors
SECTION 3. Tenure and Remuneration. The Board of Directors shall determine the tenure of office and remuneration if any of the appointive officers of the society.
SECTION 4. Duties.
A. Editor
The Editor shall be editor-in-chief of the official publication of the Society. He shall appoint an editorial board which shall function as a publications committee subject to the policies and procedures established by the Board of Directors. The Editor shall be a member of the Board of Directors with the right to vote.
B. Program Chairman
1-The Program Chairman shall prepare the scientific programs for the stated meetings of the membership of the society. The Chairman shall present his/her proposals of subjects and speakers as early as possible to the Board of Directors for its approval
2- To appoint a committee, subject to the approval of the President and the Board of Directors, to assist him/her in carrying out the duties of the office.
3- To be a voting member of the Board of Directors.
C. Chairman of Finance Committee
-To advise and oversee the finances of the Society. To be a voting members of the Board of Directors.
CHAPTER V - BOARD OF DIRECTORS
SECTION 1. Composition. The Board of Directors shall be made up of the elected and appointed officers, the Past Presidents, the representatives of the Society to the Board of Governors of TheNew York State Dental Association and to the House of Delegates and Alternates of the American Dental Association and the Bronx representatives to NYSDA councils.
SECTION 2. Powers. The Board of Directors shall be the administrative body of the Society. It shall have the responsibility to:
1- Conduct all business of the Society subject to the Constitution & Bylaws & the mandates of the membership.
2- Establish rules and regulations not inconsistent with The Constitution & Bylaws, to govern its procedures and organization.
3- Direct the President to call a special meeting of the membership as provided for in these Bylaws.
4- Remove an appointive officer, chairman or member of a standing committee for cause, according to procedures established in the Rules of the Board of Directors.
5- Direct the President to appoint Special Committees.
6- Appoint the Editor and the Program Chairman and Finance Chairman
7- Appoint the members of committees & councils of the Board in consultation with the President.
8- Elect Honorary Members
9- Elect Executive Director & Associate Executive Director
SECTION 3. Duties. It shall be the duty of the Board of Directors:
1- To provide for the maintenance and supervision of a headquarters office and all property owned by the Society.
2- To determine the place and date for the convening of each meeting of the Board of Directors and of the Society.
3- To ensure that a surety company bonds all officers and employees of the Society entrusted with Society funds.
4- To provide guidelines and directives to govern the Treasurer’s custody, investment and disbursement of Society funds and to cause all accounts to be audited by a certified public accountant at least once a year.
5- To provide guidelines and directives to govern the activity of the Secretary and appointed officers of the Society
6- To adopt a budget for carrying on the activity of the Society for each ensuing fiscal year.
7- To review reports of standing and special committees & councils
8- To perform such other duties as are prescribed by these Bylaws.
SECTION 4. Quorum. The presence of 8 voting members of the Board of Directors shall constitute a quorum.
SECTION 5. Committees of the Board.
A. Executive Committee
1. Composition. The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer and the Immediate Past President.
2. Duties. The committee shall meet at the call of the President, who shall be Chairman. The committee shall assist the President in planning the activity of the Board of Directors.
B. Finance Committee.
1. Composition. This committee shall consist of the Treasurer as Chairman, and the remaining elected officers and finance committee chairman.
2. Duties. The Finance Committee shall prepare the annual budget and oversee all investments and the society’s financial activity DISTRICT CLAIMS COMMITTEE The committee shall serve the Bronx under the malpractice program of NYSD A. Its chairman will be selected by the Board of Directors. PEER REVIEW COMMITTEE Shall serve the Bronx under the NYSDA guidelines. Its chairman shall be selected by the Board of Directors. Other committees shall parallel NYSDA Councils with similar agendas.
SECTION 2. Appointment, Composition & Rules. All Committees and Council representatives, shall be presented by the President with approval of the Board of Directors. The Board of Directors shall formulate rules for the activities of the various committees, or when directed by the Board, committees may formulate their own rules subject to the approval of the Board of Directors.
SECTION 3. Functions.
1- All Committees should correspond in function and propose to established NYSDA councils.
CHAPTER VII
- SPECIAL COMMITTEES
Special committees such as the "Big Apple Committee" may be created by the Board of Directors for the purpose of performing any duties not other wise provided for in these Bylaws. Special committees shall serve until the duties assigned are accomplished and the committee has rendered its final report to the Board of directors. Its chairpman/woman shall be selected by the Board of Directors.
CHAPTER VII
- NOMINATIONS & ELECTIONS
SECTION 1. Nominating Committee.
1.Composition. The nominating committee shall consist of five (5) members; two available immediate past presidents plus two (2) members in good standing elected at a spring meeting. of the Society. The President shall be the fifth member and the chairman of this committee. The members at large shall be nominated at the same meeting at which election to this committee shall take place.
2. Functions. The committee shall meet for the purpose of preparing a slate of nominees for elective officers, representatives to the Governing body of The New York State Dental Association and delegates and alternate delegate to the House of Delegates of the American Dental Association. This slate of nominees shall be prepared and reported in a timely fashion that would allow for further nominations by petition as provided for in Chap. III, Sec. 3 of these Bylaws.
SECTION 2.
Elections. Elections shall be held for the offices detailed above at a fall meeting of the members of this Society entitled to vote according to these Bylaws, after due notice has been published in the official publication of the Society. This notice shall include time, date and place of such meeting and the slate of nominees for office. The elections procedure shall be supervised by the Secretary of the Society. In the event of a contested election the President shall appoint a special tellers committee to supervise the election and count the ballots cast. The committee shall report the results of the election to the Board of Directors
CHAPTER IX - ENACTMENT
These Bylaws shall be effective immediately upon adoption by a majority vote of the members present and voting at a general membership meeting of the society.
CHAPTER X - AMENDMENT
These Bylaws may be amended by a two-thirds affirmative vote of the members of this society present and voting at a stated meeting or a special meeting called for that purpose; approved by the Board of Directors, after being endorsed by ten (10) members and published in the official publication of the Society at least Thirty (30) days prior to the voting date. Amendments shall become effective immediately upon adoption.
CHAPTER XI
- SEPARABILITY CLAUSE If any SECTION or CHAPTER of these Bylaws is determined to be unlawful, all other chapters and SECTIONs shall remain in full force and effect.