Rev. 11/2023

ARTICLE I

Name

The name of this society shall be the Oklahoma County Dental Society (hereinafter referred to as the “Society”).  The territorial jurisdiction of the Society shall be Oklahoma County.  The Society shall maintain the status of a component society of the Oklahoma Dental Association (hereinafter referred to as the “ODA”).

ARTICLE II

Purpose

A.     To promote public health and health services

B.      To advance the art and science of dentistry

C.      To provide appropriate membership services

ARTICLE III

Membership

Section 1:        Categories

A.     Active Member

B.      Retired Member

C.      Life Member

D.     Affiliate Member

Section 2:        Qualifications

A.     Active Member

A dentist licensed by the State of Oklahoma who is actively engaged in the practice of dentistry, a member of the faculty of an accredited dental school, a dental administrator, consultant or earning income in any manner as a dentist in Oklahoma County who is a member in good standing of the American Dental Association (hereinafter referred to as the ADA) and the ODA.

B.      Life Member

An Active or Retired Member in good standing who satisfies the requirement for Life Membership as

outlined in the ODA Bylaws and who resides within the boundaries of this society.

C.     Retired Member

Such member must apply to the ODA for Retired status.

D.     Affiliate Member

1.       A dentist who is a member in good standing of the ADA and an appropriate constituent and component organization outside of Oklahoma.

2.       A dentist residing or practicing in Oklahoma County who is ineligible for any other category of membership.

Section 3.       Good Standing

                       The term “in good standing” shall mean a member who is not under any sanction 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 Society.

B.               Affiliate members and dental students may attend general assembly and continuing education meetings.

Section 5:       Dues and Assessments

A.                 The annual dues for Active Members of the Society shall be the total of the Annual dues of the

             ADA, ODA, and this Society.

B.                  The amount of dues of the Society for Active Membership shall be recommended by the Board of

        Directors and shall be set, as approved by the Society, at a regular meeting.  A two-thirds (2/3) vote is required for adoption.

C.               Active Members in good standing for who medical disability has caused drastic curtailment of their professional activities to a degree that payment of dues would result in an economic hardship may, upon approval of the Board, have their dues waived in a percentage proportionate to the ability to pay for the current membership period.

D.              The Board of Directors shall set dues for Retired and Affiliate Members.

E.               Life Members shall be exempt from the payment of dues.

F.               A member of this Society receiving assistance from the ADA Foundation shall be exempt from the

           payment of dues for the year in which such assistance is received

Section 6:     Application and Relocation

A.     Application for Active and Affiliate Members shall be made on the appropriate form

               supplied by the ODA.

B.                        Members relocating to another component must notify the ODA office for the appropriate transfer of membership.

ARTICLE IV

Officers

Section 1.       Elected Officers

A.                   President

B.                   President-Elect

C.                   Vice-President

D.                   Delegates to the ODA House of Delegates

E.                   Secretary/Treasurer

F.                    Trustee to the ODA Board of Trustees

Section 2.       Election

     

A.                 At least one candidate for Vice President shall be presented by the Council on Nominations to the General Assembly at the November business meeting.  Further nominations, if any, will be taken from the floor.

B.                 The Board of Directors shall elect a Secretary/Treasurer upon nomination by the President.  Should a vacancy occur in the office of Secretary/Treasurer, the President shall appoint a successor for the unexpired term upon approval by the Board.

C.                 The President-Elect and Vice President shall succeed to the office of President and President-Elect, respectively, automatically on January 1^st each year.  In the event the office of President becomes vacant, the President-Elect shall succeed to the office of President for the remainder of the term, as well as for the full term to which elected.

D.                 The term of office for President, President-Elect, Vice President and Secretary/Treasurer shall be for one (1) year beginning January 1^st.

E.                  The term of office for Delegates shall be for two (2) years as provided by the ODA Bylaws.

F.                  A nominee for the office of Trustee to the ODA Board of Trustees shall be presented by the Council on Nominations for a three (3) year term beginning January 1st to be elected by the General Assembly at the November business meeting.  A Trustee may serve multiple terms.   Should a vacancy occur, the Board shall elect a replacement to complete the term. The Trustee shall be an ex-officio member of the Board of Directors with vote.

G.                 All officers shall serve the appropriate term or until their successor is elected.

H.                 The Council on Nominations shall be responsible for the election process.

I.                    If the position of Vice President becomes vacant, the Council on Nominations and Elections will meet and select a candidate.  If only one candidate is put forward, the President will declare the person elected by acclamation.  If two or more candidates are proposed, a vote will be taken at a special session of the General Assembly or an election will be conducted by mail ballot (electronic or U.S.).

Section 3:        Duties

A.               PRESIDENT

1.       Preside at all meetings.

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

3.       Call special meetings of the Board or of the Society as deemed necessary and to fix the time and place of such meetings.

4.       Fill all appointments and vacancies not otherwise provided for in these Bylaws.

5.       Serve as ex-officio member without vote on all councils and committees of this Society.

6.       Sign all official documents.

7.       Appoint the following council members: two (2) members to the Council on Administrative Affairs; two (2) members to the Council on Membership; add additional members to Mediation Review as necessary; Appoint 2 Social Media Ambassadors with two-year terms that overlap, there will be a senior ambassador who has primary responsibility to perform the duties and the junior ambassador will assist and move to the senior position at the end of the year.

8.       Appoint all chairmen and nominate the Secretary/Treasurer to be elected by the Board of Directors with terms to be coterminous with that of the President.

9.       Perform other duties as may be provided in these Bylaws or delegated by the Board or Society.

B.               PRESIDENT-ELECT

1.       Assist the President as requested.

2.       Serve as a member of the Board of Directors.

3.       Serve as ex-officio member without vote on all councils and committees.

4.       Succeed to the office of President without further election on January 1, provided he or she has received the approval of the Board for elevation to the office.

5.       Succeed to the office of President if it is vacated for any cause.

6.       Serve in the absence of the President.

7.       Serve as Chairman of Mediation Review.

8.       Perform such other duties as may be provided in these Bylaws or delegated by the Board or the Society.

C.               VICE PRESIDENT

1.       Assist the President and President-Elect.

2.       Serve as a member of the Board of Directors.

3.       Mediate complaints from the general public as a member of Mediation Review.

4.       Appoint the chairman of the Council on Scientific Programs who will make the necessary arrangements for all continuing education programs of the Society that will occur during his or her presidential term.

5.       Succeed to the office of President-Elect without further election on January 1, provided he or she has received the approval of the Board for elevation to the office.

6.       Succeed to the office of President-Elect if it is vacated for any cause, with approval of the Board.

7.       Perform such other duties as may be provided in these Bylaws or delegated by the Board or the Society.

D.               SECRETARY/TREASURER

1.       Assist the President as requested.

2.       Serve as a member of the Board of Directors.  Serve ex-officio without vote on the Council on Administration and Council on Membership.

3.       Be responsible for all moneys, securities and deeds belonging to the Society, which may come into his or her possession, and hold, invest and disburse it, subject to the direction of the Board.

4.       Be responsible for the proper receipt, management and disbursement of all funds of this Society.

5.       Sign Official documents.

6.       Make an annual report to the Board and to the Society.

7.       Make Memorial reports to the Society.

8.       Keep or provide for the keeping of all minutes of meetings and other records of the Board and the Society.

9.       Notify the ODA of any suspensions, expulsions or reinstatements of members of this Society and the reason for any such action taken.

10.   Perform such other duties as may be provided in these Bylaws or delegated by the Board or the Society.

E.               DELEGATES TO THE ODA HOUSE

1.       Represent this Society in the House of Delegates of the ODA as provided in the Bylaws of the Association.

2.       Serve on the Board of Directors for a two (2) year term.

3.       Vacancies shall be appointed by the President.

F.               TRUSTEE TO THE ODA BOARD OF TRUSTEES

1.       Represent this Society on the ODA Board of Trustees.

2.       Provide a report to the Board following each Board of Trustees meeting and an annual report to the General Assembly.

3.       If a Trustee cannot attend a meeting, a substitute can be appointed as provided in the ODA Bylaws.

ARTICLE V

Board of Directors

Section 1:        Composition

A.            Elected officers of this Society

B.            Secretary/Treasurer

C.            The living immediate Past President

D.            Delegates to the ODA House

E.            Chairman of the Council on Administration

F.             Trustee to ODA Board of Trustees, ex-officio with vote

Section 2:        Officers

                        The officers of the Board shall be the President and Secretary/Treasurer.

Section 3:        Duties

A.              Shall be the governing body of the Society, subject to the laws of Oklahoma, ADA, ODA and these Bylaws.

B.               Determine all policies, and its decisions shall be binding on the Society.

C.               Must act on any item of business presented by the Society within a reasonable period of time and report to the General Assembly.

D.              May accept, create or establish any activities, functions or services within the Society that it deems necessary and proper.

E.               Assure payment of all expenses incurred by the Society or by the Board acting for the Society, which are included in the annual budget.

F.               May appropriate Society funds to councils or committees for the purpose of discharging duties that the Board has directed said council and committees to perform.

G.              Any revocable decision of the Board may be rescinded by a majority vote of the members present and voting at any General Assembly meeting.

H.              Direct the Council on Administration to prepare an annual balanced budget which shall be submitted to the Board for changes and subsequent recommendation to the General Assembly for approval.

I.                 May require council or committees to submit budgets to the Council on Administration for consideration.

J.                 Shall have the authority to transfer sums from one account to another in an approved budget by two-thirds (2/3) vote of the directors present and voting in order to meet changes in circumstances, but it shall not have authority to exceed the total of an approved budget.

K.              Shall maintain a reserve fund equal to twice the operating budget averaged over the previous three years in order to provide operational funds during times of adverse income or catastrophic financial burdens.

L.               May make appropriations from any funds of the Society by a three-fourths (3/4) vote of the directors present.

M.             The Board of Directors shall be empowered to make editorial changes to the Bylaws without presentation to the General Assembly.

Section 4:       Meetings / Quorum

A.                 The Board shall meet at the call of the President.

B.                 A quorum of the Board shall consist of a majority of its membership.

C.                 Any delegate missing three (3) meetings (Board meetings and ODA House of Delegates meetings, collectively) during his or her two (2) year term, shall forfeit his or her position on the Board.  The President shall appoint a member to finish the term of office of the dismissed member.  The dismissed member shall not be eligible to seek re-election for a period of one (1) year.  The President may grant excused absences of Board members who are attending recognized dental organization meetings in the capacity of officers or committee members.

ARTICLE VI

General Assembly Meetings

Section 1:        Composition

                        All Active, Retired and Life Members of the Society who are in good standing shall comprise

                        the General Assembly.

Section 2:        Quorum

                        Thirty (30) voting members of the Society shall constitute a quorum for any regular or special

                        meeting.

Section 3:        Meetings

A.           Regular meetings of the Society shall be held at the time and place announced by the President.

B.                  The date of a meeting may be changed by a unanimous vote of the officers or by a majority vote of members present and voting at any meeting of the Society.

C.                  Special meetings of the Society may be called by a majority vote of the Board of Directors.

D.                 The General Assembly meeting in November shall be designated as the Annual Business Meeting at which time all officers shall be elected and the annual budget approved.

ARTICLE VII

Councils

Section 1:        Councils shall be established to manage the operations of this Society.

A.                Council on Administration

B.                Council on Membership

C.                Council on Scientific Programs

D.                Council on Nominations and Elections

E.                Social Media Ambassador

Section 2:        Composition and Appointments

A.                 All members of councils shall be Active, Retired or Life Members in good standing at the time of their appointment and during their term of office.

B.                  Unless otherwise provided in these Bylaws, all councils shall consist of a minimum of three (3) to a maximum of nine (9) members appointed by the President and shall, upon approval by the Board, serve for a term of three (3) years, provided that one of the members first elected shall serve for a term of three (3) years, one for a term of two (2) years, and other members for a term of one (1) year.

C.                  The President shall appoint the Chairman of each council.

D.                 Any vacancy occurring in a council shall be filled by the appointment by the President for the remainder of the term.

E.                  The Council on Administration shall consist of six (6) members.

F.                  The Council on Membership shall consist of six (6) members.

G.                 The Council on Mediation shall consist of the following members. President-Elect, Chair and Vice President, Chief Mediator and the President will appoint other members as needed.

H.                 The Council on Scientific Programs shall consist of three (3) members.  The Chairman shall be the appointee of the current President.  The President-Elect and Vice President shall have appointed the additional two.  All members of the Council on Scientific Programs shall be ex-officio members without vote on the Council on Administration.

I.                    The Council on Nominations and Elections shall consist of three (3) members selected annually. The immediate Past President shall serve as Chairman.  The Chairman shall nominate the remaining two (2) names from the membership for Board approval.  Nominees may not be current members of the Board and no member may immediately succeed himself or herself.

Section 3:        Meetings / Quorum

A.              Each council shall meet at least once each year, either by electronic media or in person.

B.              Meetings shall be at the call of the Chairman.

C.              Any council member who misses more than two (2) consecutive meetings without the express permission of the Chairman shall automatically be removed from that council. 

D.              Any council member who misses four (4) consecutive meetings, even with the permission of the Chairman, for any reason, shall automatically be replaced.

E.              Forty percent (40%) of the members of a council must be present to constitute a quorum provided that all members receive proper notice not less than ten (10) days prior to the called meeting.

Section 4:        Duties

A.            Council on Administration

1.       Prescribe a bookkeeping system that is consistent with acceptable accounting practice.

2.       Develop an annual balanced budget of anticipated income and projected expenditures to be submitted to and approved by the Society at the annual business meeting.  The annual budget shall be subject to review and revision by the Board of Directors, prior to its approval by the Society.

3.       The Society shall be on a calendar year.

4.       Audit all records, liabilities and assets at least once annually and make a financial report at the annual business meeting.  Interim audits may be secured upon the recommendation of the council.

5.       Periodically review the financial portfolio of the Society and recommend to the Board the transfer, reinvestment or liquidation of any Society holdings.

6.       Review annually these Bylaws and the Standing Rules in order to keep consistent with Society function and goals.

7.       Recommend any editorial corrections to these Bylaws.

8.       Draft and approve the proposed text of all amendments to the Bylaws prior to submission to the Board for action.

9.       Interpret the Bylaws in any area of dispute.

B.      Council on Membership

1.       Recruit potential eligible members within Oklahoma County.

2.       To orient and educate new members as to the contents of these Bylaws and the ADA Code of Ethics.

3.       Acquaint new members to the benefits derived from membership.

C.       Council on Scientific Programs

1.       To plan and conduct the continuing education meetings.

2.       To make arrangements for speakers at the appropriate General Assembly meetings.

D.      Council on Nominations and Elections

1.       To select at least one candidate for Vice President.

2.       To select no more than two candidates for each delegate position.

3.          To select at least one candidate for Trustee every three years beginning January 1, 2006.

4.          Distribute and collect the ballots and tally the votes during the annual business meeting at which elections are held when appropriate.

E.            Social Media Ambassador

• 1.          Attend and photograph events, upload to Google Drive that President, President-Elect,
• Vice President and Social Ambassadors will all have access to
• 2.          Post beginning and mid-year about dates to remember on Facebook and Instagram
• 3.          Reminder post or story one week before events. Tag speaker / event location / ODA etc.
• so more dental organizations can share for more traction (this will help with sponsorships in the future)
• 4.          Upload any filters made or media/marketing to the Google Drive for future ambassador
• use / creativity
• 5.          Engage / follow dentist / hygienist / students via Instagram and Facebook to like / discuss
• things as well as pulls to engage in event questions / ideas

ARTICLE VIII

Discipline

Section 1:           Conditions

This Society is empowered by the ADA and ODA to discipline any of its members who may be convicted of unprofessional conduct, moral turpitude, violation of the Code of Ethics, or any other act deemed a violation by the Board of Dentistry or by these Bylaws, through reprimand, censure, suspension or expulsion.

Section 2:           Process

A.           Charges may be prepared against a member of this Society for any reason listed in Article VIII, Section 1 of these Bylaws.  All charges against any member shall be in writing, signed and presented to the Chairman of the Council on Mediation Review, who shall appoint a special committee of at least three (3) persons to act on behalf of the Society.

B.            The member charged shall be furnished with a copy of the charges and shall be given thirty (30)

         days to prepare an answer.  After this time period, the appointed committee may elect to bring

the charged member before the committee for hearing.  The member can either represent him or herself or choose a member of the Society to do so.

C.             Failure of the member to answer the charges or to appear for hearing shall be sufficient reason for conviction.

D.           If convicted, the member shall be reprimanded, censured, suspended or expelled from office or   membership, or both, in this Society.

E.          It shall take three-fourths (3/4) vote of the committee present and voting to convict and a majority vote of members present and voting to determine the penalty.  The committee shall execute its decision in writing.  Voting shall be done by secret ballot.

F.        Any member who may feel aggrieved by the action of this Society shall have the right to appeal to the ODA as set forth in the Bylaws of that Association.

ARTICLE IX

Parliamentary Authority

The current edition of The Standard Code of Parliamentary Procedure governs this organization in all parliamentary situations that are not provided for in the law or in its charter, bylaws, or adopted rules.

ARTICLE X

Indemnification

The Society shall indemnify each officer of the Society from any claim or liability arising as a result of his or her status as an officer and by reason of any alleged acts or omissions as an officer.  The Society shall reimburse each officer for legal and other expenses reasonably incurred in the defense of any such claim or liability.  No officer shall be indemnified against or reimbursed for any expenses incurred in defending any claim or liability arising from his or her own negligence or willful misconduct.

ARTICLE XI

Amendments

Section 1:           Bylaws

 

A.           These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular meeting of this Society.  Notice shall be given by U.S. mail or electronic media (14) fourteen days in advance of the annual business meeting.

B.            These Bylaws may be amended by a three-fourths (3/4) vote of the members present and voting at any regular meeting of this Society, without prior notice.

Section 2:           Standing Rules

A.         Standing Rules may be adopted, amended or rescinded without previous notice by a majority vote of the members of the Board of Directors present and voting.

B.          Standing Rules may be adopted, amended or rescinded without previous notice by a majority vote of the members of the Society present and voting.

ARTICLE XII

Dissolution

If the Society should dissolve and terminate its status as a component society of the ADA and ODA, no part of its funds and/or property shall be distributed among its members, but after payment of all indebtedness of the Society, all surplus funds and properties shall be used in dental education and dental research as determined and directed by the Board of Directors.