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Livingston District Dental Society A Component of the
Michigan Dental Association BYLAWS

Draft Date June 9,2015

ChapterI

Membership

Section 1- Classification:Themembersof the society shall be classified as follows:

  1. Active Member
  2. Life Member
  3. Retired/Limited Time Practice/Professional Leave Member
  4. Associate Member

Section2- Qualifications:

  1. Active Member: Anyethicalpractitioner of dentistry and any full-time dental educator,administrator, or other dentists serving in the area covered by the dental society who is agraduate of an accredited dental school and is a dentist in the State of Michigan.
  1. Life Member: Amemberwho has been elected to life membership in the Michigan

Dental Associationshallbe eligible for life membership in this Society.

C:Retired/Limited time Practice/Professional Leave Member: an active member who is in
good standing, and is no longer earning income as a member of the faculty of a dental school, a
dental administrator, a consultant, or a practitioner above a level established by the MDA shall
be classified as a retired/limited time practice/professional leave membership, according to the
guidelines of the MDA Bylaws.

D:Associate Member:A dentistholding membership in any dental association recognized
by the American Dental Association, or in component or constituent societies of the
American Dental Association outside the jurisdiction of this Society shall be eligible for
associate membership.

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Chapter1

  • 28Section 3 - Definitionof "InGoodStanding":
  • 29A member of this society whoseduesfor the current year have been paid and professional conduct
  • 30conforms to the Standards ofEthics andCode of Professional Conduct of this Society andthe
  • 31Michigan Dental Associationshall bein good standing.
  • 32Section4 -Election toMembership:
  • 33A. An application for membership shall be on the form prescribed by the Michigan
  • 34Dental Association.
  • 35B. Dues payment shallfollowby the Michigan Dental Association.
  • 36C. The application shallbesubmitted to the Society office with a duplicate copy sent to the
  • 37Michigan Dental Association Central Office.
  • 381. If within thirty (30) daysof publication of the applicant's name in the Michigan
  • 39Dental Association Journal, no activeorlife member requests
  • 40further investigation, the Michigan Dental Association shall certify that the
  • 41applicant hasbeenaccepted.
  • 422. Membership applications requiring investigation:
  • 43a. If an investigation is requested, it shall be on the grounds that the prospective
  • 44member has, atsometime, been guilty of a violation of the Standard of Ethics of the
  • 45society. In suchcase,the membership committee shall investigate and report to the
  • 46Executive Council where a vote on the membership application shall betaken.
  • 47b. A majorityvoteshall prevail to decide the vote on the application.

    48

  • 48D. The process of application can be repeated.
  • 49Section5 -Privileged:
  • 50A. Active Member: anactivemember shall:
  • 511. An activemembershall be entitled to all the rights and privileged of membership
  • 52including, but notlimitedto, the right to vote, hold office, attend all meetings of the
  • 53Society andmeetingsof the Michigan Dental Association, American Dental Association as
  • 54are authorizedbysuch Associations. They shall receive all publications furnished to
  • 55members throughthisSociety and StateandNational Associations.

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2. An activememberunder disciplinary sentence of suspension shall not be privileged to
hold office, either elective in the Society, to vote or otherwise participate in the selection
of Society officials.

  1. Life Member: A lifememberin good standing shall be entitled to all privileges of

    an active member.

  2. Retired/Limited time Practice/Professional Leave Member: A retired/limited time

    practice/professionalleavemember shall be entitled to all privileges of an active
    member.

  3. Associate Member:Anassociate member shall have the privileges of attending

    meetings, but notentitled tovote or hold office in Society.

    ChapterI

    Section 6: Dues

    A. Waiver of DuesandAssessments: The Executive Director of the Association shall be
    authorized to waive dues and assessments to this Association.

    Section 7:Paymentof Dues:

    1. The manner ofpaymentof dues shall be in accordance with the policy of the MichiganDental Association and the American Dental Association.
  4. The dues of all membership classifications shall be due January 1 of each year.
    1. In establishing thedollarrate of the dues in this section, expressed as percentage ofactive member dues, computations shall be rounded up to the next highest dollar.
  5. Life member shallbeexempt from payment of dues.

Section 8-Assessments:

Assessments may be levied onactivemembers for obligations which occur that cannot be paid from
monies collected from regular dues at the discretion of the Board of Directors

Section 9-Loss ofMembership and Reinstatement:

A. Loss of Membership:

a. Non-Payment ofdues.Shall conform toMDAand ADA Standards

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ChapterII


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Meetings

Section 1-Annual Meetings:

The annual meeting oftheSociety shall be the regular meeting of the Society held prior to
the annual MDA meeting. At this time all elected officers will be determined for the
following year.

Section 2-Other Meetings ofMembers:

  1. Regular Meetings:Theregular meetings of this Society shall be set by the ExecutiveCouncil and the Programming and Arrangements Committee.

    B.

  1. Special Meetings:Specialmeetings of this Society shall be called as the need arises by theBoard of Directors

    Chapter III

    ExecutiveCouncil

    Section 1-Composition

  2. The governing bodyof theSociety shall be the Board of Directors.
  3. The Board of Directorsiscomposed of:

1.

President

2.

Vice President

3.

Secretary

4.

Treasurer

5.

Immediate Past President

Section 2-Powers:

All powers shall be exercisedby, orunder the authority of, and business and the affairsofthe
Society, shall be controlled by the Board of Directors The Board of Directors shall have the following
powers:

  1. The Board ofDirectorsshall conduct, manage and control the affairs of this

    Society.

  2. The Board ofDirectorsshall make rules and regulations consistent with the

    articles of the constitution or its bylaws.

  3. The Board ofDirectorsshall hear and determine cases of grievances from

    membersandcharges against any officer or member of this Society.

    1. The Board ofDirectorsmay remove from office any officer or committeemember for misconduct in office, or incompetence, or neglect of duties ofoffice upon a two-thirds (2/3) vote of the Board of Directors.

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E. The Board ofDirectorsmay place a member under a sentence of censure,
probation or suspension or expel from membership for any of the offenses
enumerated in Chapter XII, Section 20B of the American Dental Associations
Bylaws.

Section 3-Election and Termof Office:

  1. Voting to determine the elective officers shall be held at the annual meeting.
  2. The term ofofficeof each elected officer begins May 1, unless otherwise

    specified, andshallbe one year, or until successor takes office.

    ChapterIII

    Section4-Meeting:

  3. The Board ofDirectorsshall determine its meeting place.
  4. The Board ofDirectorsshall be held once each month or as determined by the Board

    of Directors.

  5. Specialmeetingsof the Board of Directors shall be held whenever called by the

    President.

    Chapter IV

    Officers/Representative/MDATrusteeSection1-Officers:

  1. President: It shall betheduty of the President to:

    Serve as chairperson oftheExecutive Council.

    Supervise and direct thebusinessof the Society.

    Preside at all meetingsof theSociety and Executive Council.

    Appoint chairpersonsandmembers of all committees.

  2. Vice-President: Itshall be theduty of the Vice-president to:
  1. Assist the president asrequestedand to act in absence of the president.
  2. Provide a review of thetreasuryand co-sign the annual statement provided by the treasurer
    1. Succeed to the office ofthepresident in case of removal, resignation, or death ofthepresident.Acquaint him/herself with the duties of the president and be prepared to serve one year afterhis/her election.
  3. Be a member of the Programming and Arrangements Committee.
    1. Secretary: It shall bethe dutyof the Secretaryto:
  4. Take the minutes of all meetings and provide minutes for approval at the following meeting.
  5. Retain the minutes andallcommittee reportsforfuture reference.
  6. Supervise all correspondence of the Society.

    Keep available copiesof theCode of Ethics and the Constitution and Bylaws oftheAmerican
    Dental Association.

  7. Keep any provisions tothe CodeEthics adopted by the Society.

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  1. Treasurer: It shall betheduty of the Treasurer to:
  1. Supervise the collectionanddisbursement ofallmonies of this Society
  2. Provide an annual report, co-signed by the Vice-President.

    3.

    1. Editor: It shall be thedutyof the Editor to:

      1. Publish and mail information, as needed, to society members.

      ChapterIV

      Section 2 -MDADelegates/Alternates:

      1. General:Delegatesand alternatesshallbe appointed by the Board of Directorsprior to December 31 of each year. The number of delegates/alternates electedshall be determined by the MDA Bylaws. The number of alternates selected shallbe determined by the Executive Council of this Society.
      2. Nominations:Anyactive or life member may be nominated by the Nominating

        Committeeappointedby the President and approved by the Board of Directors
        The slate of nominees shall be presented at a general meeting prior to election.
        Additional nominations may be made from the floor at the general nominating
        meeting. No person shall be named a candidate without his/her written consent.

        Section 3 - MichiganDental AssociationTrustee:

      3. Region V, ofwhichLivingston District Society is part of, shall elect a member toserve on the Michigan Dental Association Nominating Committee in a manner tobe determined by the Region.
      4. Region Vshallprovide the name ofitsduly elected Nominating Committee memberelected to the Michigan Dental Association by June 15 of each year.
  1. The Societyshallnot elect a memberwhomay currently be or become a candidatefor an Officer, trustee or delegate or alternate delegate to the American DentalAssociation House of Delegates.

    ChapterV

    COMMITTEES

    Unless otherwise stated in eachsectionof this Chapter:

    1. The chairperson of each standing committee shall be appointed by the President,

      unless otherwise specified in these Bylaws.

    2. Committeemembersshall be eligibleforreappointment.
    3. A committeemayrequest a consultant who shall be approved by the Board of

Directors.

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  1. Each committeeisto project its activities for the year and project a budget forthe fiscal year for those activities.
  1. Each committee shall keep recordofits activity and deliver written annual reports

    of the activitytothe secretary. An oral report shall be delivered at meetings to
    the society as a whole at least once per year.

    Chapter V

    Section 1 - Committees:

    A. Standing:Thefollowing standing committees are established:

  • 1Peer Review/Dental Care
  • 2Peer Review/Ethics
  • 3Programming and Arrangements.
  • 4Membership, DentalHealthEducation & Task force, Nominating Committee.
  • 5Allied Dental Professional Committee.
    1. Special Committees: The following special committees are established:
  • 1Special Needs
  • 2Missionary Dentistry
  • 3Livingston County DentalTaskForce
    1. AdditionalCommittees:Additional committees may be added as the membership

of the Society deems necessary.

Section 2 - CommitteeStructure:

Each committee shallconsistof a committee chairperson and at least two additional
members.

ChapterVI

ETHICSANDFORMALHEARINGS

Section 1 - Ethics:

This society accepts the Principles of Ethics and Code of Professional Conduct of the American
Dental Association and the Michigan Dental Association and will interpret and adopt additional
provisions as standing rules. A copy of these rules shall be available upon request from the Secretary
of this Society.

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Section 2 - Formal Hearings:

To bring a charge of a violationofethics before the Committee on Peer Review/Ethics, the accuser
shall file with the Secretary, a written statement signed by him/her of the charges and the supporting
evidence. The Secretary shall refer this statement to the Committee on Peer Review/Ethics for
investigation and recommendation by it's appropriate committee.

  1. If the Committee onPeerReview/Ethics finds the evidence sufficient, a time and place tohear the charge will be designated.
  2. Formal hearingswill beconducted in accordance with the judicial procedures outlined inChapter VII of the MDA Bylaws.
  3. If the accused member fails to appear orsenda representative to act for him/her, theCommittee on Peer Review/Ethics may find him/her guilty of contempt and may examinethe facts of the case and pass judgment as if the accused were present.

D. After considering the evidence, the Committee on Peer Review/Ethics mayvoteto censure, place on probation, suspend, expel the accused members), or dismiss the charge(s). A majority vote is required in this action.

ChapterVII

MISCELLANEOUS

Section 1 - Conflict:Shouldanyprovision of these Bylaws at any time be in conflict with the
Constitution and Bylaws of the American Dental Association or the Bylaws of the Michigan Dental
Association, to the extent that there is such conflict, this Society's bylaws shall immediately become
inoperative.

Section 2 - Bylaws:Upon theadoptionof these bylaws, all previous constitutions and bylaws of
this Society are hereby declared null and void.

Chapter VIII FISCAL YEAR
Section1- Fiscal Year:The fiscal year of this Society shall begin May 1 and end on April 30.

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ChapterIX

RULES OFORDER

Section 1- Sturgis Rules of Order shall govern the deliberations of this Society when not in conflict
with its Bylaws.

ChapterX

INDEMNIFICATION

Section 1:Every person who isor hasbeen a party or is threatened to be made a party toany
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 a delegate, alternate delegate, director/executive council member, officer, member or a
volunteer Livingston District Dental Society 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 reasonably 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 apposed to the best interests of the Society, and with respect
to any criminal action or 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 or 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 respect to any criminal action or proceeding, had reasonable
cause to believe that his/her conduct was unlawful.

Section 2:Every person who isorhas been a party tooris 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 a delegate, alternate delegate, director/executive
council member, officer, member, or a volunteer Livingston District Dental Society 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 attorneys' fees) actually or
reasonably incurred by him/her in connection with the defense or settlement of such action or suit.

This indemnification shall applyonly ifsuch personactedin good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the Society, except that no
indemnification shall be made in 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 indemnity for such expenses which such court
shall deem proper.

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Section 3: The Executive Councilof theSociety (whether or not a quorum of disinterested directors), in granting indemnification, may rely upon the written advice of legal counsel if, in the tetter's opinion, suchindemnification is permitted by taw.

Section 4- Expenses incurredwithrespect to any claim, action, suit, or proceeding of the character, actual or threatened, described in sections 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.

Section 5 - The foregoing rightsofindemnificationshallbe in addition to any other rights to which any such delegate, alternate delegate, director/executive council member, officer or member of a committee of the Society may be entitled as a matter of law. The intention of this chapter 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.

ChapterXI

AMMENDMENTS

These Bylaws may be amendedorrepealed by a two-thirds affirmative vote of the society at a regular
or special meeting provided that notices stating the contemplated changes have been mailed to
members of the society at least thirty days prior to the voting date.

In attendance to correctBYLAWSJune 2,015:

Dr. Erich Dittmar,Dr.William Metz,Dr.Samuel Daniels, Dr. Walter Goodell and Dr. Alan Demsky

Page 10-2012 LDDS Bylaws

 

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