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Section 10. Name of the Organization. The name of this organization shall be the Memphis Dental Society, hereinafter referred to as "the Society" or "this Society" a component of the Tennessee Dental Association and a constituent of the American Dental Association. Section 10. Object of the Society. The object of this Society shall be to encourage the improvement of the oral health of the public, to promote the art and science of dentistry, and to represent the interests of its members and the public, which it serves. Section 10. Incorporation. This Society is a non-profit corporation organized under the laws of the State of Tennessee with such authority as is granted to it by its Charter of Incorporation and the laws of Tennessee. Section 20. Dissolution. If this corporation shall be dissolved at any time, no part of its funds or property shall be distributed to, or among, its members, but after payment of all indebtedness of the corporation, its surplus funds and properties shall be used to foster the art and science of dentistry in a manner to be determined by the then governing body of the Society. Section 30. By-laws. This Society under the authority granted to it by its Charter of Incorporation may issue and amend By-laws for its government. The By-laws shall be divided into two categories designated respectively "Constitution" and "By-laws" and each category shall be amended from time to time in the manner and by the method therein set forth, but in the case of any conflict between the Constitution and the By-laws the provisions of the Constitution shall control. Section 40. Status as a Component Society. This Society is a chartered component society of the Tennessee Dental Association. As such, it is subject to the provisions of Chapter II of the By-laws of the Tennessee Dental Association. Section 50. Membership. The membership of this Society shall consist of dentists and other persons whose qualifications and classifications shall be established in Chapter I of the By-laws. Section 10. Legislative Body. The legislative and governing body of this Society shall be a Board of Directors, which may be referred to as "the Board of Directors." The composition and duties of the Board of Directors shall be as provided in Chapter VI, Section 10 of the By-laws. Section 10. Elective Officers. The elective officers of this Society shall be a President, President-elect, Vice President, Secretary, and Treasurer. Each of these shall be elected by the membership in session as provided in Chapter III, Section 20 of the By-laws. Section 20. Term of Office. The term of Office of the elective officers shall be from May 1 to April 30. Section 10. Scientific Meetings. Scientific meetings of this Society shall be conducted by the members as provided in Chapter VII, Section 10 of the By-laws. Section 20. Business Meetings. (A) Business Meetings of the Society. Business meetings of this Society shall be conducted by the members as provided in Chapter VII, Section 20, Paragraph A of the By-laws. (1) Quorum. Ten per cent of the members shall constitute a quorum for the transaction of business of the society, provided the entire membership shall have been properly notified of the time, place, and purpose of the meeting. (B) Business Meetings of the Board of Directors. Business meetings of the Board of Directors shall be conducted by the Board as provided for in Chapter VII, Section 20, Paragraph B of the By-laws. (1) Quorum: A majority of the Board of Directors shall be necessary to constitute a quorum. Section 30. Annual Meetings. The annual meetings of this society shall be conducted by members as provided in Chapter VII, Section 20, Paragraph C of the By-laws. Section 40. Special Meetings. Special meetings shall be held by the call of the President or upon receipt of the written request of five (5) members as provided in Chapter VII, Section 30, of the By-laws. Section 10. Principles of Ethics. The Principles of Ethics of the American Dental Association shall be the Principles of Ethics of this Society and shall govern the professional conduct of the membership. Additional principles not in conflict with the Principles of Ethics of the American Dental Association may be adopted by this Society to further govern the professional conduct of its members. Section 10. Precedence. This Constitution and By-laws shall replace and take precedence over any previous rules, resolutions, or governing laws for this Society. Section 10. Seal. This Society shall use a common logo, to be known as “The Logo of the Memphis Dental Society”. A reproduction of this logo shall be attached to and become part of the By-laws. Section 10. Amendments. This Constitution may be amended by a three-fourths (3/4) vote of the membership present and voting at any regular meeting, provided the proposed amendment shall have been presented in writing, signed by five ( 5) members in good standing at a previous meeting; and further provided, that a copy of the proposed amendment has been mailed by the Secretary to all active members of the Society in good standing at least ten (10) days prior to the regular meeting of the Society, at which time action upon such amendment is to be taken. No amendment shall be considered which in any way conflicts with the Constitution of the Tennessee Dental Association or the American Dental Association or the requirement of the charter granted the Memphis Dental Society by the State of Tennessee. Section 10. Classification. The classes of membership of this Society shall be: A. Active B. Life C. Student D. Honorary E. Associate F. Retired G. Dental Office Auxiliary H. Affiliate I. Immediate (A) Active Membership. A person who meets one of the following requirements may apply for active membership in the Memphis Dental Society. 1. A dentist licensed to practice in Tennessee. 2. A dentist who is a full-time educator in a school accredited by the Commission on Dental Accreditation of the American Dental Association, residing in Tennessee, who is a member in good standing in the American Dental Association. 3. A dentist who is a member of the Federal Dental Services and a fully privileged member of the American Dental Association. 4. A fully privileged ADA member who practices or resides in a state contiguous to Tennessee, in close proximity to the Tennessee border, with permission of the local dental society and state dental association in the state in which that dentist practices or resides. (1) Election of Active Members. (a) Candidates for membership shall make application on prescribed form for the purpose furnished by the Society. These forms can be secured from the Secretary of this Society or the Executive Office. All applications for membership when properly filled out and endorsed by the required number of active members and accompanied with the annual dues in this Society, the Tennessee Dental Association, and the American Dental Association, shall be delivered to the Secretary who shall then present them to the Judicial Council. The Judicial Council shall investigate the qualifications of each applicant and submit their recommendations to the Board of Directors at the next regular meeting. A favorable report on any application for membership by the Judicial Council shall require a three-fourths 3/4 vote by the members present at the Board of Directors meeting for election to membership. (b) A dentist accompanying his/her application for membership with a transfer card or letter from another Component Society in this State shall be admitted to membership by a three-fourths (3/4) vote of the members present and voting at any regular meeting, provided the application has been referred to and endorsed favorably by the Judicial Council. If he/she has paid dues to another component society for the current year, they shall be excused from final payment of dues to this Society for that year. (B) Life Membership. A dentist who has been an active member in good standing of this Society, or the American Dental Association for 30 years, consecutively, or a total of 40 years, and has attained the age of 65 years, shall be eligible to be classified as a life member of this Association. Life membership shall be effective the calendar year following the year which the requirements are fulfilled. Maintenance of membership in good standing of this Society, in American Dental Association, and Tennessee Dental Association shall be requisite for membership. The American Dental Association will give notification to members who are eligible for life membership. To qualify for retired life membership status, the member shall submit an affidavit attesting to the member's qualifications for retired life membership through his/her component society and said component society shall submit certificates verifying such qualifications. A dentist who was an active member, but subsequently became a student member, shall be entitled to have the year or years of such subsequent membership counted as active membership for the sole purpose of establishing possible later eligibility for life membership. (C) Student Membership. A student of a dental school accredited by the American Dental Association or a graduate who, immediately after graduation, takes up an internship, residency or graduate work can be classified as a student member, provided he/she is a student member of the American Dental Association. (D) Honorary Membership. An individual who has made outstanding contributions to the advancement of the art and science of dentistry, or who has rendered important service to the profession or to this Society, and who has been elected by the General Assembly on the nomination of the Board of Directors shall be classified as an honorary member of this Society. (E) Associate Membership. A member of an allied profession who contributes to the advancement of the art and science of dentistry and who has been elected by the General Assembly on the nomination of the Board of Directors may be classified as an associate member of this Society. (F) Retired Membership. An active member in good standing who is now a retired member of the Memphis Dental Society, and no longer earning income from the performance of service as a member of the faculty of a dental school, as a dental administrator or consultant, or as a practitioner of any activity for which a license to practice dentistry is required by the state, may be classified as a retired member upon proof of qualification. Maintenance of active membership in good standing in the Memphis Dental Society entitles such member to all the privileges of an active member and shall be requisite for entitlement to and continuance of retired membership in the Society. (G) Dental Office Auxiliary Membership. A person not eligible for any other type of membership in the Tennessee Dental Association and the Memphis Dental Society, who is employed in a setting delivering dental care, and at the time of application, is employed or supervised by an active or life member of the Tennessee Dental Society, and who has not met the educational requirements for licensure as a dentist anywhere in the United States, shall be classified as a Dental Office Auxiliary Member of the Tennessee Dental Association and the Memphis Dental Society upon application to and approval by the Memphis Dental Society Board of Directors. (H) Affiliate Membership. 1. Affiliate members shall be out of state dentists who are members of the American Dental Association and their state and local organizations who wish to participate on a regular basis in Memphis Dental Society functions for the sole purposes of continuing education and fellowship. Any and all functions that Affiliate Members participate in, shall be subject to approval by the Memphis Dental Society Board of Directors and the General Membership of the Memphis Dental Society. 2. Affiliate members shall apply for such membership and shall be approved by the Board of Directors of the Memphis Dental Society and the General Membership by way of Judicial Council. Applications shall prove licensure, location of practice, American Dental Association membership, and state and local membership (if applicable). First year annual dues shall accompany this application. (I) Immediate Membership. A dentist licensed to practice in Tennessee, who shall make application within one year of graduation or on completion of internship, residency, or graduate work may be granted immediate membership. Section 20. In Good Standing. A member of this Society is in good standing within the meaning of these By-laws if: 1. his/her dues and assessments for the current calendar year have been paid as provided in the By-laws; and 2. he/she is not under final sentence of suspension or expulsion from this Society, from the American Dental Association, or from the Tennessee Dental Association. A member of this Society while receiving assistance from the Relief Fund of the Tennessee Association or from the Relief Fund of the American Dental Association shall be exempt from the payment of dues during the period of such assistance. Section 30. Privileges of Members. (A) Active Members. Active members in good standing shall enjoy all the rights and privileges of membership, including the right to vote at general, special, or annual meetings, to hold office and to attend any session or meetings of this Society, including all meetings of the Board of Directors. (B) Life Members. A life member in good standing shall have all the rights and privileges of active membership. (C) Student Member. A student member shall have all rights and privileges other than voting. (D) Honorary Members. An honorary member shall receive a certificate of honorary membership and shall enjoy all the rights and privileges of active membership, except that he/she shall not have the right to vote or hold elective office. (E) Associate Members. An associate member shall receive a certificate of associate membership from this Society. He/she shall have the privilege of attending all scientific sessions and meetings of the society, but shall have no vote nor shall he/she be eligible to hold office in the Society. If appointed by the Board of Directors, an Associate member may serve on a committee only in an advisory capacity. Associate members shall be subject to all regulations of the Constitution and Bylaws of this Society. (F) Retired Members. A retired member in good standing shall have all the rights and privileges of active membership. (G) Dental Office Auxiliary Members. The Dental Office Auxiliary member shall receive a certificate of Dental Office Auxiliary membership and shall have the privileges of attending all scientific sessions and meetings of the Society, but shall have no vote nor shall he/she be eligible to hold office in the Society. If appointed by the Tennessee Dental Association Board of Trustees or the Memphis Dental Society Board of Directors, a Dental Office Auxiliary member may serve on a council or committee in an advisory capacity. A Dental Office Auxiliary member shall be subject to all regulations of this Constitution and By-laws of the Tennessee Dental Association and the Memphis Dental Society and shall receive the Newsletter of the Society. (H) Affiliate Members. Affiliate members in good standing may attend general membership and scientific meetings of the Memphis Dental Society. They may also attend other fellowship functions of the Memphis Dental Society such as the Christmas party, and Sportsday. They shall, likewise, receive the Memphis Dental Society newsletter. Affiliate members of the Memphis Dental Society shall have no voting privileges nor shall they be eligible to hold office in the Memphis Dental Society. They shall have no peer review coverage and shall have no committee participation. They shall not attend Memphis Dental Society Board of Directors meetings unless invited for a specific reason by the Board of Directors of the Memphis Dental Society. They shall not attend any function or seminar sponsored by the Tennessee Dental Association or supported with Tennessee Dental Association funds. They shall not make reference of this Affiliate membership to the media or use it for the purpose of public relations in any way, such as using it as a credential on a letterhead. (I) Immediate Member. The immediate member shall have all rights and privileges of an active member. (J) Disciplinary Action. Any American Dental Association member dentist in good standing may prefer charges against any member of the Memphis Dental Society for (1) having been found guilty of a felony; or (2) having been found guilty of violating the Dental Practice Act of Tennessee; or (3) violating the Principles of Ethics of the Society, or of the American Dental Association or of the Tennessee Dental Association; or (4) violating the Constitution and By-laws of this Society or those of the Tennessee Dental Association; or (5) failing to abide by a final decision of the Peer Review Committee. Disciplinary action may also be brought against a Dental Office Auxiliary member when the member's action is contrary to the objective and purposes of this Society and the Tennessee Dental Association. A conviction may result in censure, probation, suspension or expulsion. (K) Right of Hearing. A member who has been charged as provided for in Chapter 1, Section 30, Paragraph J of the By-laws, shall have the right of a hearing before the Judicial Council of this Society. The person so charged shall be given in writing a list of the specific charges made against them and a written notice of the time and place of the hearing at least twenty-one (21) days prior to said hearing. The hearing shall be conducted in an impartial manner, giving to interested parties full opportunity to present all relevant and material evidence and testimony. A written record of said hearing shall be recorded by the Secretary of the Society, or by a person designated by him/her, and made available to the accused member. (L) Reinstatement. Members expelled from this Society for any cause shall be eligible for membership one (1) year from the date of expulsion and on the same terms and in like manner as an applicant for active membership. (M) Right of Appeal. An accused member shall have the right of appeal from the decision of this Society, first, to the Judicial Council and, next, to the Board of Trustees of the Tennessee Dental Association as set forth in the By-laws of the Tennessee Dental Association. An accused member shall have the further right of appeal described in the By-laws of the American Dental Association. An appeal from any decision shall not be valid unless filed within ninety (90) days after the decision (from which the appeal is taken) has been rendered. The notice of appeal shall contain the several grounds upon which the accused member relies in support of a reversal of the decision of this Society. No decision shall become final while an appeal therefrom is pending. |
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