BY-LAWS OF THE SANTA CLARA COUNTY DENTAL SOCIETY

Revised, 2000

CHAPTER I, ORGANIZATION:

SECTION 10.Name: The name of this organization shall be the Santa Clara County Dental Society, hereinafter referred to as the Society or this Society.

SECTION 20. Objectives: The objectives of this Society shall include the improvement of the health of the public, promotion of the art and science of dentistry and shall otherwise be as specified in the Articles of Incorporation.

SECTION 30. Geographic Area: The area covered by this Society is that area designated by the California Dental Association.

SECTION 40. Component Society of the California Dental Association: This Society is a component society and chartered by the California Dental Association.

SECTION 50. Government: (A) The supreme authoritative body of this Society shall be society members voting at a regular or special meeting of the Society. (B) The administrative and managing body of this Society shall be a Board of Directors, which may hereinafter be referred to as the Board or this Board.

SECTION 60. Rule of Order: Sturgis Standard Code of Parliamentary Procedure, latest revised edition, shall govern all matters not provided for by these By-Laws.

SECTION 70. Additional Rules: The Society and/or the Board shall adopt and publish all rules necessary or convenient to implement these By-Laws. These shall be included in the Policy Document.

CHAPTER II, MEMBERSHIP:

SECTION 10. Qualifications: Membership in this Society shall be open to any individual who subscribes to, adheres to, and is bound by the ethics, By-Laws and rules and regulations of the American Dental Association, California Dental Association, and this Society, and who qualifies under the following criteria:

A) Is licensed to practice Dentistry in California, or
B) Is a graduate and holder of a DDS or DMD degree and/or its approved equivalent from a dental school accredited or approved by the American Dental Association, and
1. Engages in activities in government service or other endeavor which contributes to the profession of Dentistry.
C) Practices more than 50% of the time within the area of this Society.
D) Applications for membership shall follow procedures as provided by the Board of Directors.

SECTION 20. Membership, Rights and Obligations:

A. The Classes of Membership shall be as defined in the By-Laws of the California Dental Association.

SECTION 30. Objections to Membership:

A. Any members knowing of any reason why an applicant should not be elected to membership shall present objections in writing to the Secretary within ten days after publication of the applicant's name.

SECTION 40. Discipline: The Society may discipline any of its members in accordance with the provisions of Chapter VIII of the By-Laws for conduct subject to discipline.

SECTION 50. Waiver: Upon becoming a member of this Society, each member waives the right to hold this Society or any member thereof responsible for any damage in case of punishment imposed pursuant to these By-Laws or in case of the confirmation of any such punishment imposed by the Society.

SECTION 60. Resignation: Any member not financially in arrears and against whom no charges are pending may resign by presenting his resignation in writing to the Secretary of the Society.

SECTION 70. Dues and Assessments

A. The amount of dues and assessments including prepayment of seven monthly meetings, receiving two general monthly meetings, shall be established by 2/3 majority of the Society; however, the procedures as expressed in Chapter X for amendment of the By-Laws be followed.

B. The due date and delinquent date of dues and assessments is to be determined by the Board.

C. Delinquency and reinstatement for non-payment of dues and assessments:

1. A member whose dues and assessments have not been paid by the delinquent date shall cease to be a member of this Society.

2. Reinstatement of membership lost for non-payment of dues and assessments may be secured on the payment of the required dues, assessment for the current year, and in compliance with other applicable provisions of the By-Laws of this Society, of the CDA and the ADA.

3. When a member loses membership as a result of non- payment of any assessment, the Society reserves the right to collect the assessment.

CHAPTER III, OFFICERS, BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND DELEGATES;

A. The Officers of this Society shall be President, President-Elect, Secretary, Treasurer, Editor & Immediate Past President.

1. President: It shall be the duty of the President to:
a. Perform such duties as provided by these By-Laws or as directed by the Board.
b. Serve as Chairman of the Executive Committee.
c. Preside at all Society membership meetings and meetings of the Board.
d. Serve as ex-officio member on all committees.
e. Appoint the Chairman and members of all Committees subject to approval of the Board.
f. Serve as official representative of this Society.
g. Serve as Immediate Past President upon expiration of term of presidency.
h. Chair our Delegation to the CDA House of Dele-gates.

2. President-Elect: It shall be the duty of the President-Elect to:
a. Assist the President, as requested.
b. Perform the duties of the President in the absence of the President.
c. Acquaint himself with the duties of the President. Assume the office of the President at the expiration of his term as President-Elect.
d. Serve as an ex-officio member on all committees.
e. Serve as a member of the Board of Directors.
f. Succeed to the office of President in case of removal, resignation or death of the President.
g. Perform other duties as provided by these By-Laws.

3. Secretary: It shall be the duty of the Secretary:
a. Supervise correspondence and affix the seal of the Society to all documents and instruments.
b. Supervise the membership records of the Society.
c. Serve as ex-officio member of all committees.
d. Delegate the duties imposed upon him by these By-Laws. The delegation of any duty does not relieve the Secretary of the responsibilities of the office.
e. Perform duties as these By-Laws, custom and parliamentary usage, and/or the Board require.
f. Serve as recording Officer of the Society, Board and the Executive committee and be the custodian of their records.
g. Serve as Parliamentarian.

4. Treasurer: It shall be the duty of the Treasurer to:
a. Serve as chief financial officer of this Society subject to the direction of the Board.
b. Maintain an accurate account of all receipts and disbursements.
c. Prepare and submit an Annual Budget to the Board.
d. Perform other duties as provided by these By-Laws.
e. Serve as Chairman of the Finance Committee.
f. Delegate, if so desired, the duties imposed upon him by these By-Laws to the Executive Director or others. The delegation of any duty does not relieve the responsibility of office.

5. Editor: It shall be the duty of the Editor to:
a. Edit the Society Newsletter.
b. Other duties as provided by these By-Laws or by the Board of Directors.

6. Immediate Past President:
a. Serve as a member of the Board.
b. Serve as Delegate to the CDA House of Delegates.
c. Chair, Nominating Committee.

7. All elected officers will serve a one year term of their respective office.

SECTION 20. Executive Committee: The Executive Committee of
this Society shall consist of the Officers of the Society.

SECTION 30. The Board of Directors: The Board of Directors is the administrative and managing body of this Society.

A. The Board of Directors of this Society shall consist of the Officers of the Society, Trustees to the California Dental Association, 9 members elected from the membership at large to serve 3-year terms.

B. The chairmen of Standing Committees, all Past Presidents except the Immediate Past President shall be ex-officio members of the Board.

C. Terms of Office: The consecutive tenure of a member of the Board shall be limited to two full terms of three years each.

D. Powers: The Board shall be the managing and administrative body of the Society. It shall have the power to establish rules and regulations provided for and consistent with these By-Laws.

E. Meetings: The Board shall meet once per month or as necessary to conduct the business of this Society.

SECTION 40. Trustees to the California Dental Association: It shall be the duty of the Trustees:

A. To serve as members of the Santa Clara County Dental Society Board of Directors.

B. To serve as representatives of the Santa Clara County Dental Society to the California Dental Association Board of Trustees.

SECTION 50. Delegates to the California Dental Association: The Delegates to the California Dental Association shall be the Immediate Past President, President, President-Elect, Secretary, two senior members of the Board of Directors. The rest of the positions to be recommended by the President with the approval of the Board of Directors. The total number of Delegates shall be determined by the California Dental Association.

SECTION 60. Appointed Officer, Executive Director:

A. The Board may appoint an Executive Director and fix his or her compensation.

B. The Executive Director shall be the executive head of the Society office. The Director shall coordinate activities of all committees including the preparation of their reports. The Director shall also serve as an ex-officio member of the Board, the Executive Committee and the various committees of this Society. The Director shall perform such other duties as may be assigned by the Board and by the elected Officers of this Society.

SECTION 70. Ex-Officio Capacity: Any member serving in an ex-officio capacity shall not have the right to vote.

CHAPTER IV. ELECTION PROCEDURES:

SECTION 10. Nominating Committee:

A. The Nominating Committee shall be a standing committee whose duty it shall be to nominate the President-Elect, Secretary, Treasurer, Editor, the Board of Directors, Trustees to the California Dental Association.

B. Membership of the Nominating Committee shall consist of the Immediate Past President, to serve as Chairman with the right to vote and to serve a one-year term, six members appointed by the Board, three to be appointed each year for a two-year term.

C. All elected Officers of this Society shall not be ex-officio members of this Committee.

D. The Nominating Committee shall make its report at the April Meeting of this Society and again at the May Meeting. The names of the nominees of the Nominating Committee shall be published and mailed to the membership prior to the September Meeting.

SECTION 20. Nominations from the Floor: After the April Report of the Nominating Committee to the membership, nominations may be made from the floor by any active member in good standing. The names of all nominees shall be published and mailed to the membership prior to the May Meeting. Nomination from the floor is closed at the end of the Regular May Society Meeting.

SECTION 30. Voting Procedure: Election shall be held at the September Regular Meeting. The vote shall be secret and written if more than one candidate has been nominated for any one office. Candidates receiving a simple majority of votes for any office shall be considered elected, except the candidates for the Board where the candidates with the most votes for the Board of Directors shall be considered elected. The newly elected Officers, Board Members shall be installed at the December Board of Directors' Meeting, with the exception of the President. The President of the Society shall be installed annually at the following January General Monthly Meeting. Newly elected CDA Trustee(s) shall be installed at the Annual Session of the House of Delegates.

SECTION 40. Vacancies:

A. President: If such a vacancy occurs nine months or less before the end of the term, President-Elect shall be the acting President for the balance of the term and shall succeed to the office of President at the next installation. If more than none months remain to the term of office, the President-Elect shall be installed as President by the Board of Directors within 15 days and shall be President for the balance of the unexpired term only.

B. Other Elective Officers should any other vacancy in an elective office occur, a special meeting of the Nominating Committee shall be held. The vacancy shall be filled from the recommendations of the Nominating Committee with the approval of a simple majority of the members of the Board present and voting.

SECTION 50. Removal from Office: Any Officer, Board member, CDA Trustee or Building Fund Trustee may be removed from office by the members present at a General Membership Meeting and voting is necessary for removal from office. In all such actions, the Officer involved and the entire membership shall be furnished a copy of the statements of reasons for removal not less than 15 days in advance of the meeting. In all such action, the decision of the membership shall be final.

CHAPTER V. GENERAL MEMBERSHIP MEETINGS

A. Regular business of the Society may be transacted at any meeting of the Society.

B. Special Meetings: A Special Meeting must be called by the President of the Society if so directed in writing by 50 members of the Society. The President or the Board of Directors may also call a Special Meeting.

C. Notice of Meetings: The Secretary shall notify members of any meeting at least one week prior to the meeting.

CHAPTER VI. DECISIONS OF THE BOARD OF DIRECTORS: Any decision of the Board of Directors may be revoked by a 2/3 majority affirmative vote of the Society members present and voting at a regular or special meeting of the Society provided a copy of the decisions in question and reason for its revocation is given to the membership not less than 15 days in advance of the meeting.

CHAPTER VII. COMMITTEES:

SECTION 10: Any number of Committees and the Chairmen necessary for the conduct of the Society shall be appointed by the President with the approval of the Board of Directors, with the exception of the Nominating Committee which shall be appointed directly by the Board of Directors. All records, papers, computations, reports, findings and other data of all committees including those of the Officers shall remain the property of the Society. At the discretion of the Board of Directors, actions of all committees may be reviewed. The Officers of this Society shall be ex-officio members of all Standing Committees, except the Nominating Committee. The Committees and their duties are listed in the Policy Document.

CHAPTER VIII. CONDUCT OF MEMBERS AND JUDICIAL PROCEDURES:

SECTION 10. Professional Conduct of Members: The professional conduct of a member of this Society shall be governed by the Principles of Ethics of the American Dental Association, the California Dental Association and of this Society.

SECTION 20. Discipline of Members:

A. Conduct subject to Discipline: A member may be disciplined by this Society for:

1. Having been found guilty of a felony.

2. Having been found guilty of violating the Dental Practice Act of the State of California.

3. Violating this Society's By-Laws, the Principles of Ethics of the California Dental Association or the Principles and Code of Ethics of the American Dental Association.

B. Disciplinary Penalties: A member may be placed under a sentence of censure, probation, suspension, or may be expelled from membership for any of the offenses enumerated in Section 20-A of this Chapter or by the CDA Judicial Council.

C. Disciplinary Proceedings: Shall be initiated by the CDA Judicial Council, as guided by the CDA By-Laws.

D. Appeals: As dictated by the CDA By-Laws.

CHAPTER IX. TRIALS DISCIPLINARY PROCEEDINGS:

ARBITRATION:

SECTION 10. It is the spirit and intention of this Society to resolve certain disputes among its members by arbitration. It is the experience of the Society that the interests of the members of this Society are best served by the submission to arbitration of certain specified controversies:

A. Within or at the dissolution of dental partnerships and/or associations.

B. The termination of Dentist-Employer, Dentist-Employee relationship involving two or more members.

C. Any controversies involving property rights in patient's accounts or in patient's chart and records.

Any member involved in such a dispute may invoke the arbitration provision.

The Board of Directors shall then appoint an arbitration panel of seven members who shall serve for the term of the dispute.

Any dispute, difference or a question arising between members of this Society or their respective heirs, executors, administrators or assigns involving the specific areas heretofore set forth (above in A, B, and/or C), shall be settled by arbitration of the dispute.

Each of the sides involved shall be entitled to select one arbitrator from the appointed panel. The two arbitrators so chosen shall then agree upon a third arbitrator, selected from the appointed panel who shall serve as the neutral arbitrator. All appointments of arbitrators shall be in writing.

Upon the selection of the three arbitrators, the neutral arbitrator shall act as the arbitrating chairperson and proceed to set the time and place of hearing and shall appoint a time and place for hearing and cause notice thereof to be served personally or by registered or certified mail on the parties to the arbitration and on the other arbitrators not less than seven days before the hearing. The arbitration chairperson may adjourn the hearing from time to time as necessary or upon request of a party to the arbitration or upon his own determination, may postpone the hearing to a time suited to the convenience of the parties and may set consecutive dates for hearings if the same are required. The arbitration chairman will have all correspondence, evidence and the proceeding of the arbitration documented for the Society.

Any party in the arbitration may be represented by legal counsel at the hearing and the three arbitrators chosen may hire legal counsel to advise them as to question of law involved in any controversy or proceedings. The arbitrators and the Society shall allocate any cost of the Arbitration to the parties involved in the arbitration. After all evidence has been submitted to the arbitrators, the arbitrators shall make their decision and award within sixty days from the time of submission of the controversy. The vote of two arbitrators for the position of a party to the controversy shall determine the controversy and this should be binding upon all parties and the judgment and award of the arbitrators shall be final.

Arbitration Procedure:

The arbitration process may only involve members in good standing of the Society.

Any member involved in a dispute outlined by the arbitration provision must correspond with the Society's Board of Directors requesting the arbitration provision be invoked.

Prior to the actual arbitration hearing, the arbitrators will request that the parties involved in arbitration submit in writing the respective positions of the controversy. Such requested positions must be received within thirty days from the date of the request or the arbitration proceedings shall cease.

The Arbitration Chairperson shall be responsible for carrying out the dictates, procedures and interpretation of the arbitration process.

Any legal expenses incurred by the Society involved in Arbitration shall be shared equally by the principals involved, regardless of the outcome.

CHAPTER X. AMENDMENTS TO BY-LAWS:

SECTION 10. Amendments: These By-Laws may be amended at any General Membership Meeting of the Society by an affirmative vote of 2/3 of the members present and voting provided that all members have been given at least 30 days written notice to such action.

SECTION 20. Abrogation: All By-Laws heretofore in force are hereby abrogated and these By-Laws remain the sole By-Laws of this Society.

SECTION 30. Conflict: Should any of these By-Laws be in conflict with the By-Laws of the California Dental Association and/or the American Dental Association, that section shall immediately become inoperative.

CHAPTER XI. POLICY DOCUMENT: The Policy Document of the Society shall include and define the administrative procedures, rules and regulations of this Society.

CHAPTER XII. FINANCES:

SECTION 10. Fiscal Year: The Fiscal Year of this Society shall be from January first through December thirty-first.

SECTION 20. General Fund: The General Fund shall consist of all monies received other than those specifically allocated to other funds by these By-Laws. The General Fund may be divided into operating and reserve divisions at the direction of the Board.

SECTION 30. Research and Scholarship Funds: This Society may also establish other funds such as for research and for scholarship purposes. The principal of these funds however shall be derived only from direct contributions, grants and earnings.

CHAPTER XIII. SIGNATURE OF ACCEPTANCE: An application for membership, or the payment of dues to this Society shall constitute signature to and acceptance of the By-Laws of this Society.