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Constitution and Bylaws-Pg.3
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Memphis Dental Society
P.O. Box 771378
Memphis, TN 38177
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CHAPTER VI COMPOSITION AND DUTIES OF THE BOARD OF DIRECTORS, STANDING COUNCILS, AND STANDING COMMITTEES
Section 10. Board of Directors. The Board of Directors shall consist of the President, Immediate Past President, President-Elect, Vice President, Secretary, and the Treasurer of this Society and those serving as Chairpersons of the Constitution and By-laws, Dental Health, Dental Relief, Judicial Councils, and the Budget and Program Committees. Also included on the Board shall be any officers and trustees elected from this Society to the Tennessee Dental Association or the American Dental Association, with no new member having more than one (1) vote regardless of the number of offices held. (A) Any member having been elected to be President, Vice President, Secretary, Treasurer, or Trustee of the American Dental Association shall be a Board Member for life. (B) Powers of the Board of Directors of this Society. 1. To conduct, manage, and control the affairs and the business of the corporation, and to make rules and regulations consistent with the articles of this corporation or its By-laws. 2. Upon an affirmative vote of a majority of the members of the Board of Directors present in person, to borrow money and incur indebtedness for the purpose of the corporation, and to cause to be executed in the corporate name promissory notes, bonds, deeds of trust, pledges, or other evidence of debt and securities thereof. 3. To hear and determine cases of grievances from members and charges against any officer or member of the Society. 4. To remove from office any officer or committee member for misconduct in office, incompetence, or neglect of duties of this office upon a two-third (2/3) vote of the Board of Directors. 5. To place a member under a sentence of censure, probation, or suspension or expel them from membership for any of the offenses enumerated in Chapter I, Section 30, Paragraph J of these By-laws. 6. It shall in case of a vacancy be empowered to appoint a member as Secretary or Treasurer protem, who shall serve until the next annual meeting. 7. It shall appoint a member as historian who shall collect and prepare suitable material and data for inclusion in the history of dentistry within the Society.
Section 20. Standing Councils. The Standing Councils of this Society shall be elected by the general membership and shall be as follows: Constitution and By-laws, Dental Health, Dental Relief, and Judicial.
Section 30. The Council on Constitution and By-laws. The Council on Constitution and By-laws shall consist of three (3) members elected by this Society for terms of one, two, and three years respectively. At each succeeding annual meeting one (1) member only shall be elected for a term of three (3) years. The member who is beginning his/her third year on this council shall serve as chairperson of the Council on Constitution and By-laws for that year. (A) Duties. The duties of the Council on Constitution and By-laws include: 1. all matters concerning annulments, alterations, or revisions shall be presented in writing to this Council for their investigation and recommendation.
Section 40. The Council on Dental Health. The Council on Dental Health shall consist of three (3) members elected by the Society for terms of one, two, and three years respectively. At each succeeding annual meeting one (1) member only shall be elected to serve for a term of three (3) years. The member who is beginning his/her third year on this council shall serve as chairperson of the Council on Dental Health for that year. (A) Duties. The duties of the Council on Dental Health shall be: 1. essentially the same as a similar Council of the Tennessee Dental Association and it shall work with and give full cooperation to that Council.
Section 50. The Council on Dental Relief. The Council on Dental Relief shall consist of three (3) members elected by this Society for terms of one, two, and three years respectively. At each succeeding annual meeting one (1) member only shall be elected for a term of three (3) years. The member who is beginning his/her third year on this council shall serve as chairperson of the Council on Dental Relief for that year. (A) Duties. The duties of the Council on Dental Relief shall be to: 1. cooperate with the Council on Dental Relief of the Tennessee Dental Association and shall keep the membership fully informed as to the status of the relief funds and the necessity for its constant support. 2. receive and investigate proper applications from eligible persons residing in this district.
Section 60. Judicial Council. The Judicial Council shall consist of three (3) members elected by this Society for terms of one, two, and three years respectively. At each succeeding annual meeting one (1) member only shall be elected to serve for three (3) years. The member who is beginning his/her third year on this council shall serve as chairperson of the Judicial Council for that year. (A) Duties. The duties of the Judicial Council shall be to: 1. investigate and report on the qualifications of applicants for membership. 2. receive in writing charges made against a member for reprehensible conduct and in handling same shall follow the plan set out in the Tennessee Dental Association By-laws, Chapter 1, Section 40, Paragraph H.
Section 70. Standing Committees. The Standing Committees of this Society shall be appointed by the President of the Society and shall be as follows: Budget, Necrology, Peer Review, Program, and Recruitment and Retention of Membership.
Section 80. The Budget Committee. The Budget Committee shall consist of three (3) members appointed by the President. (A) Duties. The duties of the Budget Committee shall be to: 1. prepare a budget to be presented to and approved by the Board of Directors and then be presented to the Society. 2. have the books audited by a Certified Public Accountant during the month of December each year and present a report to the Board of Directors concerning the financial condition of the Society at that time and to the Society at the following meeting.
Section 90. The Necrology Committee. The Necrology Committee shall consist of two (2) members appointed by the President for a term of one (1) year. (A) Duties. It shall be the duty of the Necrology Committee to: 1. report to the Society the deaths of members of this Society, and to prepare a resolution and present a copy of said resolution to members of the family of the deceased member, to the Secretary of this Society, to the Secretary of the Tennessee Dental Association, and to the Editor of the Journal.
Section 100. The Peer Review Committee. The Peer Review Committee shall include six (6) members which shall consist of a chairman and five (5) other members. These members shall be appointed by the President of the Memphis Dental Society. There shall, likewise, be a representative of each dental specialty appointed to the Peer Review Committee. (A) Duties. The duties of the Peer Review Committee shall be to: 1. resolve disagreements between patients, dentists, and insurance carriers that could not be resolved at an earlier, more informal stage. 2. review matters concerning, but not limited to, appropriateness of care, quality of treatment, and, acting in an advisory capacity, fees. 3. act on appropriate request from a patient, a dentist, or an insurance carrier. Their appropriate request shall be made first through the Tennessee Dental Association Peer Review Committee and then referred by the Tennessee Dental Association to the Memphis Dental Society Peer Review Committee. 4. explore, to the extent necessary, all matters referred to it and do so within a period of time that makes its efforts effective. It shall hold hearings where necessary and shall have an equal responsibility to patients, dentists and carriers. 5. in each case, report back to the Tennessee Dental Association Committee on Peer Review whether the case was resolved, referred back to the Tennessee Dental Association Committee on Peer Review for appeal, or dropped from the Peer Review process. 6. adhere to the guidelines set forth by the Tennessee Dental Association Committee on Peer Review and shall be under immunity from liability as set forth in section 63-5-131 of the Tennessee Dental Practice Act.
Section 110. The Program Committee. The Program Committee shall include one (1) or more members which shall consist of a chairperson appointed by the President of the Memphis Dental Society. (A) Duties. The Program Committee shall: 1. plan and arrange speakers and presentations for the scientific meetings of this Society which shall be held in the months of September, October, November, January, February, and March as stipulated in Chapter VII, Section 10 of these By-laws.
Section 120. The Committee on Recruitment and Retention of Membership. The Committee on Recruitment and Retention of Membership shall consist of at least six (6) members, four (4) of which shall be appointed by the President for a term of one year. (A) One of the members of this committee shall be the President-elect who shall be chairperson. (B) The Society's member appointed to the Young Dentists Committee shall serve as co-chairperson. (C) The Society's member appointed to the Tennessee Dental Association Council on Membership shall serve as a member. (D) Duties. The duties of the Committee on Recruitment and Retention of Membership shall be to: 1. conduct a continuous study of membership problems, and formulate plans for maintaining and increasing the membership of this Society.
Section 130. Duties Common to all Councils and Committees. (A) Each Council and/or Committee shall submit in writing to the Board of Directors a proposed itemized budget of anticipated expenditures for the ensuing fiscal year through the Budget Committee at least ten (10) days prior to the Board of Directors meeting for budget approval. (B) Each Council and/or Committee shall submit to the Board of Directors through the office of the Secretary, a written report on its activities and recommendations on subjects within its jurisdiction at the end of each fiscal year. This report will be used by the Secretary of this Society in preparation for his/her annual report of activities of the Society to the Secretary of the Tennessee Dental Association.
CHAPTER VII MEETINGS
Section 10. Scientific Meetings of the Society. Scientific meetings of this Society shall be held in the months of September, October, November, January, February and March. The dates and locations of these meetings shall be selected by the President, with the approval of the Board of Directors or the general membership.
Section 20. Business Meetings of the Society. (A) Business meetings of this Society shall be held in conjunction with the scientific meetings when there is business that requires action by the general membership. (B) Business meetings of the Board of Directors shall be held monthly on a date prior to the monthly meeting of the Society. The President, with the approval of the Board of Directors, shall designate the dates and locations of these meetings (C) An Annual Meeting of this Society shall be held each year at the regular meeting of the general membership nearest to February 15th. Officers and members of the standing councils, as their terms expire, shall be elected at this meeting to serve the following year.
Section 30. Special Meetings of the Society. Special meetings of this Society shall be held by the call of the President or upon receipt of the written request of five (5) members of the Society.
CHAPTER VIII ORDER OF BUSINESS
Section 10. Suggested Order of Business. (A) The suggested order of business shall be: 1. Call to order 2. Reading of the minutes of previous meetings 3. Applications for membership 4. Reports of standing councils 5. Reports of special committees 6. Reports of officers (at annual meetings) 7. Unfinished business 8. New business 9. Scientific programs and discussions 10. Election of officers and others (at annual meetings) 11. Unusual case reports from practice 12. Adjournment
CHAPTER IX PARLIAMENTARY PROCEDURE
Section 10. Parliamentary Procedure. (A) Sturgis’ Standard Code of Parliamentary Procedure, when not in conflict with the Constitution of this Society or with these By-laws, shall govern the procedures, deliberations, and elections of the general membership, the Board of Directors, the councils and committees, and other bodies of this Society.
CHAPTER X AMENDMENTS
Section 10. Amendments. (A) These By-laws may be amended by a three-fourths (3/4) vote of the members present and voting at any regular meeting of the general membership, provided the proposed amendment(s) shall have been presented in writing, signed by five (5) members of the Society, in good standing, at a previous meeting of the general membership and further provided, that a copy of the proposed amendment(s) 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(s) is to be taken. No amendment shall be considered which in any way conflicts with the By-laws of the Tennessee Dental Association of the American Dental Association.
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