Bylaws 

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CONSTITUTION
 
 
ARTICLE I.  NAME
 
 
The name of this organization shall be the Pediatric Dental Association of the University of Southern California, hereafter referred to as “the Association” or “this Association”.
 
 
ARTICLE II.  OBJECTIVES
 
The objectives of this Association shall be to support the graduate pediatric dentistry program at the University of Southern California.
 
 
ARTICLE III.  ORGANIZATION
 
Section 1.  INCORPORATION:  This Association is a non-profit corporation organized under the laws of the State of California.  If this corporation shall be dissolved at any time, no part of the funds or property shall be distributed to, or among, its members; but after payment of all indebtedness of the corporation, the surplus funds and properties shall be utilized for dental education and dental research in such a manner as the then governing body of the Association may determine.
 
Section 2.  OFFICES, AGENTS AND POWERS:  The corporation shall have and continuously maintain in the State of California a registered office and a registered agent whose office is identical with such registered office and may designate other offices within or without the State of California as the Board of Directors may from time to time determine.  The corporation has such additional powers as are now or may hereafter be granted by the General-Not-For -Profit Corporation Act of the State of California.
 
Section 3.  MEMBERSHIP:  The membership of this Association shall consist of persons whose qualifications shall be established by Chapter I of the Bylaws.
 
 
ARTICLE IV.  GOVERNMENT
 
Section 1.  LEGISLATIVE BODY:  The legislative and controlling body of this Association shall be the voting membership gathered together in what shall be known as the General Assembly, as provided in Chapter 2 of the Bylaws.
 
Section 2.  ADMINISTRATIVE BODY:  The administrative body of this Association shall be a Board of Directors as provided in Chapter 3 of the Bylaws.
 
 
ARTICLE V.  OFFICERS AND BOARD OF DIRECTORS:
 
Section 1.  Board of Directors: The Board of Directors shall consist of eighteen (18) members.  They shall include a President, President-elect, Vice-President, Secretary, Treasurer the immediate Past President, Editor, eight (8) Directors, two student liaisons (one each from first and second year) and the Advanced Program Director at the Herman Ostrow School of Dentistry of the University of Southern California who shall serve ex-officio without a vote.
 
Section 2.  ELECTIVE OFFICERS:  The elective officers of this Association shall be a president-elect, a vice-president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors as provided in Chapter III of the Bylaws.
 
Section 3.  APPOINTIVE OFFICERS:  Appointive officers may be designated and appointed by the Board of Directors as deemed desirable and as provided for in Chapter III of the Bylaws.
 
 
 
ARTICLE VI.  GENERAL ASSEMBLY
 
The membership of this Association shall meet at least once in each calendar year.  The general assembly shall be conducted in accordance with Chapter II of the Bylaws.
 
 
ARTICLE VII.  AMENDMENTS
 
This Constitution may be amended by an affirmative vote of two-thirds (2/3) of the members present, entitled to vote and voting at any general assembly of the members of this Association, or at a special meeting called for that purpose, provided notice has been mailed to the membership at least thirty (30) days prior to this action.
 
This Constitution may be amended at any general assembly of the members or at any special general assembly of the members, called for that purpose, by the unanimous vote of the members present, entitled to vote and voting.
 
 
BYLAWS
 
 
CHAPTER I.  MEMBERSHIP
 
Section 1.  CATEGORIES:  There shall be six (6) categories of membership:  Active, Associate, Student, Life, Honorary and Circle of Friends.
 
Section 2.  ELIGIBILITY:
 
A.  ACTIVE:  All graduates of the postdoctoral pediatric dental program at the University of Southern California are eligible for active membership.
 
B.  ASSOCIATE:  Any Pediatric Dentist who did not complete the postdoctoral pediatric dental program at the University of Southern California but demonstrates a desire to support pediatric dentistry at the University of Southern California may apply for associate membership.
 
C.  STUDENT:  All dentists registered in the University of Southern California postdoctoral pediatric dental program are eligible for student membership.
 
D.  LIFE:  Any member that has achieved the age of seventy (70) and has been a member for ten years, or any charter member that has achieved the age of seventy is eligible for life membership.
 
E.  HONORARY:  Any person that shows a sincere desire to support the postdoctoral pediatric dental program at the University of Southern California may be nominated for honorary membership by the Board.
 
F. CIRCLE OF FRIENDS: Any person in any of the above categories of membership may be a Circle of Friend member by paying $1000.00 a year in dues.
 
Section 3.  PRIVILEGES:
 
All Active, Associate, Life and Circle of Friends members may:
1.  Vote on all issues brought before the general assembly.
2.  Hold office and serve on committees.
3.  Attend the meetings.
4.  Receive copies of all general membership communications.
 
All Student and Honorary members may:
1.  Attend the meetings.
2.  Receive copies of all general membership communications.
 
Section 4.  APPLICATION FOR MEMBERSHIP:
 
A. ACTIVE:  Following completion of the postdoctoral pediatric dental program and the receipt of a certificate in pediatric dentistry from the University of Southern California, the Secretary of the Association shall send the graduate an application for membership.  The Secretary shall record the name of the graduate as an active member upon receipt of the application and the dues.
 
B. ASSOCIATE:  A dentist who qualifies (sec. 2B) may be elected to associate membership upon the recommendation of the Board of Directors.
 
C. STUDENT:  A person who is accepted and registered in the postdoctoral pediatric dental program at the University of Southern California shall receive an application for membership.  The Secretary shall record the name of the person as a student member upon receipt of the application.
D.LIFE:  Any person meeting the qualifications (sec. 2D) may apply for life membership.  Life membership shall be conferred upon that person by an affirmative vote of 2/3 of the Board of Directors.  The Board of Directors shall direct the Secretary to inform the person of his election to life membership.
 
E.  HONORARY:  Any person meeting the qualifications (sec 2E) may be recommended for honorary membership to the Board of Directors.  Honorary membership shall be conferred upon that person following an affirmative vote of 2/3 of the Board of Directors.  The Board of Directors shall direct the Secretary to inform the person of his election to honorary membership.
 
Section 5.  SUSPENSION:  Any member in default of payment of dues by the Annual Meeting of the calendar year shall be suspended.
 
Section 6.  REINSTATEMENT:  Any member, whose membership has been terminated for non-payment of dues, shall be reinstated by payment of delinquent dues.
 
 
CHAPTER II.  GENERAL ASSEMBLY
 
Section 1.  DEFINITION:  The General Assembly shall constitute a meeting of the members for the purpose of conducting the business of the Association.
 
Section 2.  TIME AND PLACE:  A general assembly of the members shall be held at least once each calendar year.  The time and place shall be determined, annually, by the Board of Directors.
 
Section 3.  NOTICE:  Written notice, at least thirty (30) days prior to the meeting(s), shall be given to each member by mail or other means of communication.
 
Section 4.  RECESSED SESSIONS:  Any officially called session of the members may be recessed by the vote of two-thirds (2/3) of the members present and entitled to vote.  When any session of the members is recessed for ninety (90) days, or more, notice of reconvening of the recessed session shall be given as described in Section 3 of this chapter.
 
Section 6.  VOTING:  Each Active, Associate and Life member of this Association shall, at every General Assembly, be entitled to one vote in person upon each subject properly submitted for a vote.
 
Section 7.  QUORUM:  A quorum shall consist of those members present.
 
 
CHAPTER III.  BOARD OF DIRECTORS
 
Section 1.  COMPOSITION:  The Board of Directors shall consist of eighteen (18) members: the President, President-elect, Vice-President, Secretary, Treasurer the immediate Past President, Editor, eight (8) Directors, two student liaisons (one each from first and second year) and the Advanced Program Director of Pediatric Dentistry at the Herman Ostrow School of Dentistry of the University of Southern California who shall serve ex-officio without a vote.
 
Section 2.  TERM OF OFFICE:  At the first general assembly six (6) directors shall be elected, two (2) for a one (1) year term, two (2) for a two (2) year term and two (2) for a three year term.  In addition, the officers of the Association, as delineated in Article V of the Constitution, shall be elected for a one year term except for the Secretary and Treasurer who may succeed him/her self in office.  At one annual general assembly thereafter, two (2) directors shall be elected for a three (3) year term and the officers elected for a one (1) year term and shall serve until their successors assume office.
 
Section 3.  VACANCIES:  Vacancies in the Board of Directors shall be filled by a majority vote of the remaining Board of Directors.  The individual so selected shall serve until a successor is elected by the general assembly.  The individual selected to fill a vacancy, may be elected by the general assembly for an additional three (3) year term.
 
Section 4.  POWERS:  The Board of Directors shall be the managing body of the Association, subject to the Laws of California, the Articles of Incorporation, the Constitution and Bylaws of the Association and the mandate of the General Assembly.  The Board of Directors shall:
 
            A.  Have the power to establish rules and regulations consistent with these Bylaws to govern its organization, procedures and conduct.
 
            B.  Have the power to elect the Officers of the Association at the Board of Directors meeting prior to the General Assembly for the ensuing year.  The Board of Directors shall elect a president-elect, a vice-president, a secretary and a treasurer, all of whom must be selected from the members or past members of the Board of Directors.
 
            C.  Have the power to delegate all or any of the powers or duties of an Officer or Director to any other Officer or Director for any reason deemed sufficient by the Board of Directors.  But no Officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.
 
            D.  Have the power to require any Officer or Agent of the Association to file with the Association a satisfactory bond, at the expense of the Alumni Association.
 
Section 5.  ACTION BY UNANIMOUS WRITTEN CONSENT:  If and when the Directors, severally or collectively, consent unanimously in writing for any action to be taken by the Association, such action shall be as valid as any action taken at a meeting of the Board of Directors.
 
Section 6.  QUORUM: A simple majority at the Board of Directors Meetings shall now constitute a quorum.
 
 
 
CHAPTER IV. OFFICERS
 
Section 1.   President, President-elect, Vice-President, Secretary, Treasurer, Immediate Past-president and Editor.
 
            A.  PRESIDENT:  The President shall be the chief executive officer of the Association.  The President shall preside over all meetings of the Board of Directors and the meeting(s) of the General Assembly.  The President shall have the powers and duties of general supervision and management customarily vested in the office of the president.  The President shall serve a one (1) year term.
 
            B.  PRESIDENT-ELECT: The President-elect shall be responsible for Alumni Day. The President-elect shall plan the annual meeting, including the arrangements of the location, speakers and schedule.  The President-elect shall perform the duties and exercise the powers of the President during the absence or disability of the President. The President-elect shall be the keeper of the strategic plan, review necessary changes and work with the Immediate Past-President to assure proper archiving.  The President-elect shall serve a one (1) year term.
 
            C.  VICE-PRESIDENT:  The Vice-president shall work with the President-elect to plan and oversee the activities during the annual alumni day meeting.  The Vice-president shall exercise the powers of the President-elect during the absence or disability of the President-elect.  The Vice-president shall serve a one (1) year term.
 
            D.  SECRETARY:  The Secretary shall prepare and preserve true minutes of the proceedings of the General Assembly, Board of Directors and the Executive Committee in the archives of the Association.  The Secretary shall be the custodian of the seal of the Association and shall have the authority to affix it to all instruments for which it is required.  The Secretary shall give all notices required by statute, by-law or resolution.  The Secretary shall perform such other duties as directed by the Board of Directors and the Executive Committee.  The Secretary may succeed him/her self in office.
 
            E.  TREASURER:  The Treasurer shall have custody of all corporate funds and securities and shall keep the books belonging to the Association with full and accurate accounts of all receipts and disbursements.  The Treasurer shall deposit all monies, securities and other valuable effects, in the name of the Association, in such depositories as may be designated for that purpose by the Board of Directors.  The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, accepting vouchers for such disbursements.  The Treasurer shall render to the Board of Directors at their regular meeting, and whenever requested by them, an accounting of all transactions and the financial condition of the Association.  The Treasurer shall submit all tax documents on time and accurately. The Treasurer may succeed him/her self in office.
 
            F.  IMMEDIATE PAST-PRESIDENT:  The Immediate Past-president shall give counsel to the President at the discretion of the President.  The Immediate Past-president shall maintain archives of the by-laws, policy and procedure manuals, minutes of meetings and act as Parliamentarian.  The Immediate Past-president shall serve a one (1) year term.
 
Section 2. Appointed Officers
 
            A. EDITOR:  The Editor shall be nominated for a one (1) year term by the President and appointed by a vote of a majority of the Board of Directors. The Editor may be reappointed to additional one (1) year terms. The Editor shall be responsible for the publishing the biannual newsletter as well as other printed and/or electronic material on behalf of the organization.
 
 
CHAPTER V.  COMMITTEES
 
Section 1.  NAME:  The standing committees of this Association shall be the Nominations, Constitution and By-laws, Membership Alumni Day, Budget and Finance, Editorial, Social and Executive.  In addition there may be special committees appointed by the President.
 
            A.  NOMINATIONS:  The Nominating Committee shall consist of the three (3) most recent Past-presidents with the senior member designated as chairperson.  If any of these members cannot serve, the President shall make supplemental appointments to total three (3) members.  The Nominating Committee shall present nominees for Directors and Officers at the meeting of the Board of Directors held prior to Alumni Day, with the names of the approved nominees provided in writing to the general membership at least thirty (30) days prior to the date of the Annual Meeting.  Additional nominations for Directors may be made by the General Assembly.         
 
            B.  CONSTITUTION AND BY-LAWS:  The Constitution and By-laws Committee shall consist of three (3) members.  One member is appointed by the President each year for a three-year term.  The President shall designate the Chair.  The Constitution and By-laws Committee shall receive all proposed amendments to the Constitution and By-laws of this Association for study and recommendation.  Proposed amendments shall be delivered to the Secretary of the Association for formal notification to the members as provided in Chapter VII of the Constitution and Chapter VIII of these By-laws.
 
            C. MEMBERSHIP:  The Membership Committee shall be chaired by a Member appointed by the President and shall serve a period of one year.  The appointee may be reappointed for an indefinite number of terms at the discretion of the President.  The Chair may appoint as many Members as he/she wishes to help the work of the Committee.  The Membership Committee shall solicit new Members and be responsible for membership retention.
 
            D.  ALUMNI DAY:  The Alumni Day Committee shall consist of the President, the President-elect, Treasurer, Program Director, administrative assistant and the Vice-president.  The President-Elect shall serve as chairperson.  The Program Committee shall plan and implement the program for the Annual Meeting of the Association.
 
            E.  BUDGET AND FINANCE:  The Budget and Finance Committee shall consist of at least three (3) members. The members shall include the Secretary, the Vice-President and the Treasurer, who shall serve as committee chair. It shall be the duty of this committee to monitor and make recommendations on policy concerning the management of the financial resources of the Association.
 
            F.  EDITORIAL:  The Editorial Committee shall consist of at least three (3) members. The members shall include the program director, the administrative assistant, and the editor who shall serve as chair. It is the duty of this committee to publish the association newsletter biannually and edit any article that is to be published under the name of the association.
 
            G.  SOCIAL:  The Social Committee shall consist of at least three (3) members with two of those members being the two (2) student liaisons. This committee shall plan social activities, oversee the mentor program and develop ways to help strengthen the residency program.
 
            H.  EXECTUIVE:  The executive committee shall consist of the president, president-elect, vice-president, immediate past-president, secretary, editor and the treasurer.  This committee shall have and exercise the authority of the Board of Directors in the management of the business of the Association between meetings of the Board of Directors.
 
            I.  SPECIAL:  The President shall appoint such special committees as deemed necessary and identify their responsibilities, number of members and their Chairperson.
 
 
CHAPTER VI.  EXECUTION OF INSTRUMENTS
 
Section 1.  PAYMENTS:  Orders for payment of money shall be signed in the name of the Association and shall be counter-signed by the Treasurer.
 
 
CHAPTER VII.  DUES
 
Section 1.  ACTIVE AND ASSOCIATE MEMBERS:  The annual dues for Active and Associate members shall be the same.  The dues shall be payable at the beginning of the calendar year.
 
Section 2.  HONORARY, LIFE AND STUDENT MEMBERS:  Honorary, Life and Student members shall pay no dues.  In addition Life members shall attend the annual Meeting at no cost.
 
Section 3.  RECENT GRADUATES:  Active members that have graduated from their program within the last four years shall pay a reduced amount for dues. Payment of dues will be as follows:

1. Graduates of the previous year will pay no membership dues.
2. Graduates two years prior shall pay $50
3. Graduates three years prior shall pay $100
4. Graduates four years prior shall pay $150

 
Section 4. DUES AND FEES:  The annual dues shall be determined by a majority vote of the members present and voting at any annual meeting. 
 
 
CHAPTER VIII.  CODE OF PROFESSIONAL CONDUCT AND JUDICIAL PROCEDURES
 
Section 1.  CODE OF PROFESSIONAL CONDUCT:  The Principals of Ethics of the American Dental Association and the Advisory Opinions appended thereto shall govern the professional conduct of all members of the Association.
 
Section 2.  PLEDGE:  Every member of this Association shall pledge to adhere to the Code of Professional Conduct of the Association.
 
Section 3.  DISCIPLINE:  This Association shall have the right to discipline any of its members who may be adjudged guilty of unprofessional conduct or violation of its Code of Professional Conduct or its By-laws and may impose the following:
 
A.  CENSURE:  Upon conviction of a charge which constitutes a violation of a provision of the By-laws, the Principal of Ethics of the American Dental Association or the accepted rules of moral conduct, a member may, at the discretion of the Board of Directors, be censured.  Such censure shall be entered in the member’s record and shall remain in force until such time that the member submits satisfactory evidence of the institution of acceptable corrective measures, providing such correction shall occur within a period of three (3) months following conviction.
 
B.  SUSPENSION:  Failure to institute acceptable corrective measures within the stipulated period of time associated with censorship may, at the discretion of the Board of Directors, result in suspension of all the member’s rights and privileges associated with membership in the Association.  Such suspension shall remain in force for no longer than six (6) months; its termination shall be at the discretion of the Board of Directors pending submission of satisfactory evidence of corrective measures.  Failure to submit evidence shall result in expulsion.
 
C.  EXPULSION:  A member shall be expelled for failure to comply with the By-laws provision relative to payment of dues; and for such other specifically stipulated violations as are deemed of sufficient gravity by the Board of Directors to warrant expulsion, provided the member has elected to exhaust all avenues of appeal, or after due notice, fails to do so.
 
Section 4.:  JUDICIAL PROCEDURE:
 
A.  ADVISEMENT:  In the event that the Association has been advised, directly or indirectly, that a member of the Association has been found guilty, by a member’s component or constituent dental society or a duly authorized licensing agency, of unethical conduct in practice or in other professional relationships, or is accused of such conduct, in writing, by a member of the Association, it shall be the duty of the Board of Directors to obtain a certified copy of the alleged conviction and the charges associated with it.  In the case of action initiated by a member of the Association, the Board of Directors shall obtain, in writing, a detailed specification of the alleged violation(s).  Having obtained the foregoing information, the Board of Directors shall determine whether, in its opinion, justification exists for instituting a formal hearing to properly dispose of the matter.
 
B.  HEARING:  Hearings shall be held at the location and immediately prior to the Annual Meeting of the Board of Directors.  The accused member shall be entitled to a hearing before the Board of Directors at a time set by the Board of Directors, at which time the accused member will be given the opportunity to present a defense to all charges brought against him/her.  All proceedings shall be recorded and preserved.
 
C.  NOTICE:  The accused member shall be notified, in writing, of the charges brought against him/her and of the time and place of the hearing.  Such notice shall be sent by registered mail, addressed to the member’s last known address, not later than thirty (30) days prior to the date set for the hearing.
 
D.  CHARGES:  The written charges shall include a certified copy of alleged conviction or determination of guilt, if any, specification of the Bylaw(s) or ethical provision(s) alleged to have been violated, as the case may be, and a description of the conduct alleged to constitute each violation.
 
E.  DECISION:  Every decision, whether for acquittal, censure, suspension or expulsion, shall be presented in writing and shall specify the charges made against the member, the facts presented in substantiation or refutation of the charges, the verdict rendered and the penalty, if any, imposed.  Notice of the decision shall be sent by registered mail to the accused member no later than ten (10) days subsequent to the Board of Directors’ action.  Such notice shall also inform the accused member of the right of appeal.
 
F.  APPEAL:  The member may appeal the decision of the Board of Directors by filing a statement of particulars with the Secretary-treasurer of the Association no later than sixty (60) days after the date of the mailing of the decision, accompanied by a request for a hearing before an Appeals Board.
 
G.  APPEALS BOARD:  The Appeals Board shall consist of three (3) past Presidents but shall not include the immediate past President, of the Association.  All decisions shall be stated pending appeal.  All notice and hearing requirements shall be applicable to the Appeals Board.  The Appeals Board shall hold its meeting at the next meeting of the Association following notice of appeal.  The decision of the Appeals Board following the appeal hearing shall be final.
 
Section 5.  HOLD HARMLESS:  Every member of this Association does waive the right to hold the Association, its Board of Directors, members and/or employees responsible for any damage, pecuniary or otherwise, which may result from conviction and discipline associated with disciplinary proceedings against said member.
 
 
CHAPTER IX.  AMENDMENT OF BY-LAWS
 
These by-laws may be repealed or amended by a two-thirds (2/3) affirmative vote of the members present and voting at any regular General Assembly of this Alumni Association, or at a special General Assembly called for such purpose, provided that the Constitution and By-laws Committee shall have reviewed and made their recommendation regarding the adoption of the proposed amendment and a copy thereof shall have been mailed to each member of the Association at least thirty (30) days prior to such action.  These By-laws may be amended or repealed without prior notification at any General Assembly, or at any special General Assembly called for this purpose, by the unanimous vote of the members present and voting.
 
CHAPTER X. RULES OF ORDER
 
The procedures of this association shall be governed by the latest edition of Sturgis Standard Code of Parliamentary Procedure.
 
 
These By-laws last amended 6/29/2018