BYLAWS

OF THE

TULSA COUNTY DENTAL SOCIETY

REVISED

January 30, 2007

BYLAWS

OF THE

TULSA COUNTY DENTAL SOCIETY

ARTICLE I – NAME

The name of this organization shall be the Tulsa County Dental Society hereinafter referred to as “the Society” or “this Society”. The territorial jurisdiction of this Society shall be Tulsa County and the Township of Sapulpa, Oklahoma. The Society shall be a non-profit organization chartered under the Oklahoma Dental Association who abides by the corporate laws of the State of Oklahoma and functions as a component of the American Dental Association.

ARTICLE II – PURPOSE

A) To promote public health and health services

B) To advance the art and science of dentistry

C) To represent the interest of the members

D) To conduct delivery of dental healthcare in an ethical and legal manner

E) To foster an awareness of the obligations and responsibilities of the dental profession to society.

ARTICLE III – MEMBERSHIP

Section 1: Membership categories

(a) Active Members

(b) Life Members

(c) Retired Members

(d) Associate Members

(e)Affiliate Members

(f)Honorary Members

(g)Student Members

Section 2: Qualification

A. Active Member:

A dentist licensed by the State of Oklahoma who is actively engaged in the practice of dentistry or earning income in any manner as a dentist, within the constituted boundaries of this Society and who is a member in good standing of this Society, the Oklahoma Dental Association and the American Dental Association. A legally registered dentist residing in an area adjacent to the constituted boundaries of this Society may be accepted for membership in this Society providing dispensation has been granted by the component society in whose jurisdiction he or she resides. (see Article VII, Section 2, Jurisdiction of the ODA Bylaws) A member who relocates from a component society to this Society shall receive a letter of transfer from the secretary of the first society and, upon approval by a majority of the members of this Society, be admitted to membership. (see Article VII, Section 2, Relocation of the ODA Bylaws)

B. Life Member:

An active or retired life member in good standing who satisfies the requirements for life membership as outlined in Article III, Section 2,B of the ODA Bylaws, and who resides within the constituted boundaries of this Society shall become a life member of this Society. A life member shall enjoy all of the privileges of an active member. Active or retired members seeking life membership must make application through the ODA office and be approved accordingly. This includes applicants who have become disabled. Life membership shall be effective in the calendar year following the year in which the requirements are fulfilled.

C. Retired Member:

An active member in good standing who has retired from active practice and is no longer earning income in any manner as a dentist, a member of the faculty of a dental school, or as a dental administrator or consultant.

D. Associate Member:

A person, not eligible for any other type of membership in the Association who contributes to the purposes of this Society. Applications shall have the endorsement of an active member and be approved by the Society’s Executive Committee, once the applicant is approved by the ODA Council on Membership and Membership services.

E. Affiliate member:

a. A dentist who is a member in good standing of the American Dental Association and the appropriate constituent and component organization outside Oklahoma.

b. A dentist licensed or not licensed in Oklahoma who is a full-time employee of a federal or state dental service.

c. A dentist who is not in practice and is engaged in activities furthering the purpose o the dental profession.

d. A dentist who, by virtue of a special or unusual circumstance is elected by this Society or a component society.

F. Honorary Member:

An eligible individual whom the Society wishes to honor for his or her outstanding contribution(s) to the advancement of the art and science of Dentistry. Honorary members of this Society shall enjoy all the privileges of an Active Member except the right to vote, hold office or membership in the ODA. Honorary members recognized by the ODA will also be recognized by this Society.

G. Student Member:

A pre-doctoral or post-doctoral student enrolled in an accredited dental school; or a post-doctoral student or resident in an American Dental Association approved program of at least one-year duration. A student member shall be a member of the American Student Dental Association, or appropriate membership classification of the ADA.

Section 3: Good Standing

The term “in good standing” shall mean a member who has not been cited for disciplinary action, who is not under final sentence or expulsion or suspension, and who has paid dues for the current membership period to this Society, the ODA, and the ADA.

Section 4: Privileges

A. Active, Life and Retired members shall have the customary right of full membership including the right to vote, hold office and receive all official publications of the Association and Society.

B. Associate members are not required to be a member of this Society or the ADA.

C. Associate, Affiliate, Student and Honorary members may attend meetings and scientific sessions of this Society, shall receive a Certificate of Membership and publications or services as authorized by the House of Delegates. Validation of these four memberships is required to attend. Additionally, these four membership classifications do not have the:

i) right to vote on motions, issues, concerns that involve this Society.

ii) privilege to hold any office in this Society

D. Affiliate members shall receive the Journal of the Oklahoma Dental Association and the subscription fee shall be included in their annual dues.

Section 5: Dues and Reinstatement

A. Dues of this Society shall be set by the Executive Committee. Life Members and Honorary members shall be exempt.

B. Dues shall be paid on a calendar basis when ODA & ADA dues are collected.

C. Dues for active members shall be the total of the annual dues for the American Dental Association, Oklahoma Dental Association and this Society.

D. Dues are payable January one (1) of each year and those who have not paid their dues by March one (1) shall be dropped from membership and all privileges withdrawn. No refund will be made for any fractional portion of that years paid dues.

E. Reinstatement requires notification to the Executive Secretary of this Society to allow the Executive Committee to consider and review the applicant’s request.

F. Dues of active and retired members who suffer financial hardship that prohibits them from payment of their full dues may be excused from the payment of fifty percent (50%), seventy-five percent (75%), or all one hundred percent (100%) of the current years dues upon approval by the Executive Committee. Hardship applicants seeking reduction of ODA dues shall follow the guidelines as set forth in Article III, Section 5-E of the ODA Bylaws.

G. Relief Fund Assistance. A member of this Society, receiving assistance from the Relief Fund of the Oklahoma Dental Association or the Relief Fund of the American Dental Association shall be exempt from the payment of dues of this Society for the fiscal year in which such assistance is received.

Section 6: Assessments

The Society will honor and abide by the action of the House of Delegates with regard to assessments levied, as described in “Section 6: Assessments” of the Oklahoma Dental Association By-Laws.

Section 7: Application and Election

(a) Candidates for Active, Associate, Affiliate, and Student member-ship shall make application in writing on the prescribed form, endorsed by two (2) members of this Society. Upon receipt of a proper application, the application will be forwarded to the Secretary-Treasurer for certification of the qualifications of the applicant and the candidate’s name will be published for consideration by the members of the Society. Membership shall be conferred by the Executive Committee by a vote of approval of two-thirds. All actions on applications shall be reported to the membership at the next regular meeting.

(b) Applicants whose membership proposals are denied or rejected are entitled to an appeal before the membership at the next regular meeting. Approval by a two-thirds vote of a quorum present will constitute election to membership.

Section 8: Transfer of Membership

Any dentist who shall move into the jurisdiction of this Society and present the secretary with evidence of good standing in a component Society of the Oklahoma Dental Association or another state dental association from which he or she moved, shall be eligible for membership provided his or her application for membership is approved as aforementioned, and he or she is voted into membership.

ARTICLE IV – Officers

Section 1: Elected Officers:

Elective officers of this Society shall be President, President Elect, Secretary-Treasurer, Delegates to the Oklahoma Dental Association House of Delegates, and Trustee to the ODA Board of Trustees. Only an Active or Life Member in good standing of this Society shall be eligible to serve as an elective officer. The officers of this Society shall serve without pay.

Section 2: Appointed Officers:

The appointed officer(s) in the Society shall be the Executive Secretary who shall be appointed by the Executive Committee. The President and/or Executive Secretary have the authority to seek a volunteer to substitute for a Delegate to the House who is unable to continue his or her term.

Section 3: Term of Office:

The term of office for President, President-Elect, and Secretary-Treasurer shall be for one (1) year. The term of office for Delegates to the HOD shall be for two (2) years, and the term of office for Trustee to the ODA BOT shall be for three (3) years with a 2 term limit. Terms begin May 1^st in the calendar year the elections were held. Should the ODA change its definition of terms to reflect January 1 to December 31 to constitute one-year terms, the Executive Committee of this Society will meet to discuss changes in definition.

Section 4: Succession of Officers:

The President-Elect shall become President for the term of office immediately following the expiration of his or her term as President-Elect, and the Secretary-Treasurer shall succeed the President-Elect. If the President–Elect should succeed to the presidency because of death, resignation or removal of the President, he or she shall also serve his or her normal term of office as President-Elect. Should the Secretary-Treasurer fail to complete his or her term of office for any reason, the Executive Committee will appoint an active member from that committee until elections are held in the first quarter of the next calendar year.

Section 5: Election of Officers:

The Election of Officers shall be held within the first Quarter of the calendar year. The officers shall take office effective May 1 in the year of their election. Nominees for all elective offices shall be selected by a Nominative Committee. This committee shall consist of the president-Elect who shall act as chairman and three members elected from the floor at the previous regular Society meeting. One and only one of the members of the previous nominative committee shall be elected to the Nominating Committee. The Nominating Committee shall present the name(s) for each elective office to the Society for its action at least thirty (30) days prior to the election. Additional nominations may be made from the floor during the presentation of the nominating Committee. Election shall be by written secret ballot; the candidate receiving the majority of votes cast of those members present shall be elected to office.

Section 6: Duties of Officers:

The officers shall perform the duties customarily incumbent upon such officers and such other duties as the Society may order through its Bylaws, or by standing rule, and in particular the duties hereafter specified.

A. President: It shall be the duty of the President:

1. To preside at all executive and regular meetings of the Society and shall perform such duties as usually appertains to that office.

2. To serve as an official representative of this Society in its contacts with civic, business and professional organizations for the purpose of advancing the objectives and policies of this Society.

3. To appoint all standing and special committees.

4. To serve as an ex-officio member, without vote, on all committees.

5. To call special meetings of the Executive Committee and to fix the time and place of such meetings.

6. To fill all appointments and vacancies not otherwise provided for in the Bylaws.

7. To perform such other duties as may be provided in the Bylaws.

B. President-Elect: It shall be the duty of the President-Elect:

1. To assist the President as requested

2. Preside in the absence of the President

3. Appoint a Program Chairman soon after election to office

4. To serve as Chairman of the Nominations Committee

5. To succeed to the office of President without further election at the next regular annual meeting of this Society

6. To perform such other duties as may be provided in the Bylaws

C. Secretary-Treasurer: It shall be the duty of the Secretary-Treasurer:

1. To keep the records of the Society

2. To perform such other duties as usually pertains to this office.

3. To forward the record books of the Society of the central office of the Oklahoma Dental Association to be audited upon request of the Executive Director of the Oklahoma Dental Association.

4. To sign all official documents requiring his or her signature.

5. To perform such other duties as may be provided in the Bylaws.

D. House Delegate: It shall be the duty of the Society’s Delegates to the House:

1. To serve a two (2) year term , provided that one-half of the elected delegates to the house shall be elected annually. Each delegate may run for another (consecutive) term after his or her two (2) year term has been competed.

2. To attend all general meetings of the Oklahoma Dental Association. Should the Delegate be unable to attend the general meeting, it is his or her obligation to find an alternate to take the place of the Delegate

3. To cast their ballot pertaining to legislative issues on the floor of the House that require voting.

4. To represent the best interests of the Society and Association so that citizens dental interests are a priority

E. Trustee: It shall be the duty of the Trustee to the ODA Board of Trustees 1. To attend all general meetings of the Oklahoma Dental Association. Should the Trustee be unable to attend the general meeting, it is his or her obligation to find an alternate to take the place of the Trustee 2. To attend all Oklahoma Dental Association Board of Trustee meetings. Should the Trustee be unable to attend the general meeting, it is his or her obligation to find an alternate to take the place of the Trustee 3. To report to the TCDS Executive Committee actions of the BOT

F. Executive Secretary: It shall be the duty of the Executive Secretary:

1. To compile all bookkeeping and recording procedures of the Society

2. To answer, direct, record and notify issues concerning telephone duties and responsibilities to the proper parties.

3. To coordinate (with the appropriate officer) meetings and the responsibilities involved such as:

a.) preparing meeting agendas

b.) attending the all-day, evening, & Executive Committee

meetings.

c.) taking the minutes, recording and dispersing them properly

d.) receiving and recording reservations for meetings

e.) working meeting registrations

f.) negotiating meeting arrangements with hotels & restaurants

g.) communicating with meeting speakers and taking care of their legitimate requests such as:

i) room accommodations

ii) flight arrangements

iii) audio-visual requirements and room set-ups

h.) getting meeting stickers and flyers printed and mailed

4. Compiling information, layouts for the Newsletter and typing it.

5. Paying all invoices and bills associated with this Society

6. Making bank deposits

7. Other administrative duties

ARTICLE V – GOVERNMENT

Section 1: Legislative & Governing Body

The legislative and governing body of this Society shall be:

A. The Executive Committee as set forth in Article IX, Section 1-A of these Bylaws.

B. The voting membership meeting in regular or special sessions and functioning under the provision of this document.

Section 2: Administrative Body

The administrative body of this Society shall be the officers thereof, as set forth in Article IV, Section 6 of these Bylaws.

Section 3: Standing Committees

Functions specific to the duties of each standing committee, as outlined in Article IX of these Bylaws, will be subject to consideration and ruling by the Executive Committee of this Society.

ARTICLE VI – DELEGATES TO THE

OKLAHOMA DENTAL ASSOCIATION HOUSE OF DELEGATES

This Society shall be represented in the House of Delegates Oklahoma Dental Association by duly elected delegates as provided in Article VII, Section 5 of the Bylaws of the Oklahoma Dental Association and in accordance with Article IV, Section 6 of the Bylaws of this Society. Their conduct will be governed in accordance with the ODA Bylaws and guidelines. Specifically, this Society will elect one delegate to the House for each fifteen (15) active, life and retired members. In addition, the President, President-

Elect and Secretary-Treasurer shall also serve as Delegates.

ARTICLE VII – MEETINGS AND QUORUM

Section 1: Program meetings shall be held as designated by the Program Chairman and approved by the general membership. Additional business meetings shall be called as necessary by the President and Secretary-Treasurer.

Section 2: A meeting may be postponed or the date set forward by the President and Secretary-Treasurer if such a change seems warranted.

Section 3: A special meeting of this Society may be called at any time by a petition signed by ten percent (10%) of the members.

Section 4: The President may exclude non-members from the business meeting.

Section 5: Notification of meetings, regular or special, shall be made to the membership by mail, either in the monthly newsletter or in the form of a special notice at least seven (7) days prior to the given meeting.

Section 6: Quorum: Twenty percent (20%) of the members of this society shall constitute a quorum for the transaction of business.

Section 7: Majority. A majority of the votes cast as long as a quorum is present.

ARTICLE VIII – ANNUAL DUES

Section 1: The dues of this Society shall be two hundred ($200) dollars annually and shall be due on January 1. Any member, who shall fail to pay dues by March 1, may be summarily suspended by this Society. A member suspended for non-payment of dues may be reinstated prior to October 1, of the year of suspension, by the payment of dues for the current year plus a reinstatement fee of one hundred ($100) dollars. This reinstatement fee is to be divided between the Oklahoma Dental Association and the Society.

Section 2: Assessments.

(a) The Executive Committee, with the approval of the membership (by a 2/3 majority vote of the responses received from a direct mailing to the entire membership), may levy assessments for a specific purpose and for a definite period of time.

(b) Any proposed assessment must be presented in writing to the entire membership a minimum of thirty (30) days before the vote is to be taken.

(c) Any approved assessment shall have the status of dues and must be paid as a requirement for continued membership in this Society.

ARTICLE IX– STANDING COMMITTEES

Section 1: The committees hereinafter listed shall be standing committees of the Tulsa County Dental Society. Their duties are specified accordingly.

A. The Executive Committee.

1. The government and control of the Tulsa County Dental Society shall be vested in an executive committee of ten (10) members composed of:

a. The three elected officers of the Society; President, President-Elect, and Secretary-Treasurer

b. The immediate past president

c. Five (5) members who are delegates to the Oklahoma Dental Association House of Delegates. They shall be so designated or elected as members of the Executive Committee at the time of their election as Delegates.

d. The Trustee to the ODA Board of Trustees

2. The Executive Committee shall have the responsibility of control, direction and general management of the affairs, business, property and funds of this Society. Such control shall be limited by the Bylaws of this Society, or by the action of the membership thereof taken at a regular or special meeting. This Committee shall prepare and present an annual budget to the membership each year at the September meeting. The committee may authorize the expenditure of necessary unbudgeted operating funds without the approval of the membership of this Society.

3. Five (5) members of the Executive Committee shall constitute a quorum.

B. Administrative Committee

1. This Committee shall periodically review the Bylaws in order to keep them consistent with the Society program, draft or approve the proposed text of all amendments to the Bylaws prior to their submission to the membership for action and help interpret the Bylaws in any area of dispute.

2. This Committee shall encourage eligible and qualifying members of the profession to become members of the Society. It shall report to the Society on the qualifications of applicants for membership.

3. This Committee shall protect and stimulate the interest of the public and the dental profession in matters of state and national legislation by means of appropriate activities. It shall disseminate information to the members of this Society which will keep them informed of pending legislation that may influence their profession.

4. This committee shall work directly with the ODA council on insurance to study and evaluate current insurance trends. It shall provide expertise in the areas of prepaid dental care, periodically reviewing the types of programs that are available to the public.

5. This Committee shall contain the Nominative Subcommittee who shall be responsible for selecting nominees for all elective offices. This subcommittee shall consist of the President-Elect who shall act as chairman and three (3) members elected from the floor at a previous meeting. One, and only one, of the members of the previous nominative committee shall be elected to the Nominating Committee. The Nominating Committee Shall present the name(s) for each elective office to the Society for its action at least thirty (30) days prior to the election.

C. Professional Development and Education Committee:

1. This Committee shall contain the Program Chairman of the Society who shall be responsible for arranging in advance the programs for the meetings of the Society.

2. This Committee shall also contain the Local Arrangements Chairman who shall be in charge of making the appropriate arrangements for all meetings and programs.

3. This committee shall be responsible for organizing the table clinic session each year.

4. This Committee shall maintain liaison with the colleges of dentistry, dental hygiene schools, dental assistant and dental laboratory education programs that will ultimately assure optimal dental care for the people of Oklahoma.

5. This Committee shall be in charge of perpetuating the comradery among the members of this Society. Society parties or any other entertainment shall be handled through this Committee.

D. Dental Care Committee

1. This Committee shall contain the subcommittee of Mediation Review which shall be composed of three (3) to six (6) dentist members. Its duty shall be to mediate disputes that may arise between a dentist and any interested party. This subcommittee shall function as specified in the approved Mediation Review manual of the Oklahoma Dental Association.

2. This Committee shall assist in every way possible in assuring that dental care is accessible to all citizens of Tulsa County. It should be aware of all facilities available for volunteer and emergency care, dental care for the underprivileged and dental care for the aged in hospitals and/or nursing homes. This Committee shall report periodically to the Society in regard to these facilities.

3. This Committee shall also be responsible for organizing education information for the public particularly during Children’s Dental Health Month.

E. Communication Committee:

1. This committee shall encourage and develop satisfactory and harmonious relations with the dental trade, dental laboratory, dental assistants, dental hygienists and dental spouse organizations.

2. This Committee shall develop and maintain a public relations program for the Society including the dissemination of information and publicity concerning the activities of the Society and / or its ancillary personnel.

3. This committee shall be in charge of writing and editing the Tulsa Dental Society Newsletter which shall be published once a month. A district editor for the Oklahoma Dental Association Journal, appointed by the President, shall be a member of this Committee. This Committee shall also be directly responsible for updating the Tulsa County Dental Society’s directory each year making sure all new members have been included.

F. Activities Committee:

1. This committee shall be in charge of arranging various activities for the purpose of fellowship with colleagues in the Society. Such activities may include annual sporting events, special events, parties, family picnics, and / or activities and events as deemed worthwhile by this committee.

2. All monies budgeted for this committee’s activities and events will be authorized by the Executive Committee at the formal request of the Activities Committee Chairperson.

Section 2: Chairpersons for the aforementioned committees shall be appointed by the incoming President of the Society for a term of one year.

Section 3: The President or chairpersons of any committee may create subcommittees at any time to act on the specific objectives outlined in Section 1.

Section 4: Other Task Force Subcommittees may be appointed by the President to accomplish specific objectives as the need may arise. Task Force subcommittees shall automatically terminate on completion of the task or area of responsibility for which they were established.

ARTICLE X – CODE OF ETHICS

The Principles of Ethics and Code of Professional Conduct of the American Dental Association shall govern the professional conduct of all members, subject to such interpretations and additions not in conflict with said principles of Ethics.

ARTICLE XI – DISCIPLINARY POWERS

Section 1: Power to Discipline Members.

(a) This Society shall have the power, (after a proper hearing before the Executive Committee with a quorum in attendance), to discipline any of its members by censure, probation, suspension or expulsion, who have been:

i) convicted of a felony

ii) convicted for a violation of the State Dental Act, or the dental practice act of any other governmental jurisdiction

iii) determined by the Executive Committee for violation of the Principles of Ethics of this Society

iv) determined by the Executive Committee for the violation of these Bylaws.

(b) All charges against any member shall be filed in affidavit form with the Secretary-Treasurer of this Society and the persons charged shall be furnished a copy of such charges.

Section 2: Appeals. Any member disciplined by this Society shall have the right of appeal as outlined in Article XI of the Bylaws of the Oklahoma Dental Association.

Section 3: Dissolving Members rights to Pecuniary Damages. Upon signing these Bylaws, each member agrees to waive the right either in Law or Equity and by so signing does waive the right to hold this Society or any member thereof, responsible for any pecuniary damage in case or revocation of his membership after a hearing before the Board of Censors of this Society. The issuance of an official receipt for dues shall constitute signing the Bylaws of this society with the intent to comply with them.

ARTICLE XII – PARLIAMENTARY AUTHORITY

The most current edition of The Standard Code of Parliamentary Procedure shall govern proceedings of the Tulsa County Dental Society in all parliamentary situations that are not provided or in the law or in its charter, bylaws, or adopted rules.

ARTICLE XIII – AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the members present at any regular meeting, a quorum being present, provided the proposed amendment shall have been presented in writing to the entire membership at least thirty (30) days prior to vote. No amendment may be considered which in any way conflicts with the requirements of the Oklahoma Dental Association. An official notice from the House of Delegates of the Oklahoma Dental Association, of any change prescribed by that body in the Bylaws of component societies, shall be accepted by this Society, and become a part of these Bylaws.

ARTICLE XIV – SEPARABILITY

If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, or part of these Bylaws, such judgment or decree shall not affect, impair, invalidate or nullify the remainder of these Bylaws, but the effect hereof shall be confined to the clause, sentence, paragraph or part so adjudged to be invalid or unconstitutional.

ARTICLE XV -- INDEMNIFICATION

Section 1: All officers of this component society to the Oklahoma Dental Association shall be fully indemnified by the Association consistent with Oklahoma law and the provisions of Title 18, Oklahoma Statute Section 886 and 887, and the successors thereto.

Section 2: It shall be the obligation of the ODA to provide component officers with the cost of defense (which can involve a defense provided under an officers and directors errors and omission insurance policy) as it is incurred, defending against charges that they have breached their fiduciary duty to the Association.

Section 3: Not withstanding the above, the Association with immunity may decline to provide a cost of defense to any of its officers or trustees, where based on the creditable evidence known at the time, in the opinion of counsel for the Association, it reasonably appears the individual seeking indemnity has acted:

A. In breach of their duty of loyalty to the Association

B. Other than in good faith or which involve intentional misconduct or a knowing violation of laws.

C. In any transaction for which an officer, editor or trustee received improper benefit.

ARTICLE XVI--ESSAYISTS or CLINICIANS

Section 1: Essayists or Clinicians appearing before this Society shall be ethical members of the Dental / Medical Fraternities or of the Allied sciences or laymen.

Section 2: No jobber or manufacturer shall be permitted to appear before this Society in the capacity of a Scientific clinician with the intent to solicit, influence, or construe to influence or solicit for personal gain.

ARTICLE XVII – ALLEGIANCE

This Society having been chartered by the Oklahoma Dental Association hereby declares allegiance to the said association as a component Society thereof and through it to the American Dental Association. This Society is to be governed in every respect by the Bylaws of the ODA.

ARTICLE XVIII – DISSOLUTION

If the Society should dissolve and terminate its current status, no part of its funds and property shall be distributed among its members. After payment of all indebtedness of the Society, its surplus funds and properties shall be used for dental education and dental research in such manner as the governing body of the Society may determine.