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					       ANNE ARUNDEL COUNTY DENTAL SOCIETY
                A COMPONENT OF THE MARYLAND STATE DENTAL ASSOCIATION



                      ANNE ARUNDEL COUNTY DENTAL SOCIETY
                           CONSTITUTION AND BYLAWS

ARTICLE I – NAME
The name of this organization shall be the Anne Arundel County Dental Society. Hereinafter
referred to as, “this Society.”

ARTICLE II – OBJECT
The object of this Society shall be to encourage the improvement of the health of the public and
to promote the art and science of dentistry.

ARTICLE III – CHARTER
This Society shall operate under a charter granted by the Maryland State Dental Association, and
as a component of that Association shall be governed by the constitution and Bylaws of the
Maryland State Dental Association and those of the American Dental Association.

ARTICLE IV – ORGANIZATION
Incorporation: This Society is a non-profit corporation organized under the laws of the State of
Maryland.

ARTICLE V – GOVERNMENT
Legislative Body: The legislative and governing body of this society shall be a Board of
Directors, which may be referred to as “the Board” or “this Board”: the number of and
procedure for eledting members of the Board of Directors shall be as provided in the bylaws.

ARTICLE VI – OFFICERS
Elective Officers: The elective officers of this Society shall be a President, President-elect,
Immediate Past President, Secretary, Treasurer, and three Executive Councilmen, each of whom
shall be elected by the membership at its annual meeting as provided in Chapter VI of the
Bylaws.

ARTICLE VII – ANNUAL MEETING
The Annual Meeting of this Society shall be conducted in accordance with Chapter II of the
Bylaws.

ARTICLE VIII – PRINCIPLES OF ETHICS
The Principles of Ethics of the American Dental Association and the Code of Ethics of the
Maryland State Dental Association shall govern the professional conduct of all members of this
Society. This Society shall have authority to adopt additional provisions not in conflict with
those of the American Dental Association and the Maryland State Dental Association as this
component’s code of Ethics. A copy of these rules shall be available upon request from the
Secretary of this Society.

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ARTICLE IX – AMENDMENTS
This constitution may be amended by a two-thirds affirmative vote of its fully privileged
members present at any meeting provided the proposed amendment(s) shall have been mailed to
the members at least three weeks in advance. No amendment shall be considered or become
effective that in any way conflicts wit the Constitution of the Maryland State Dental Association
or the American Dental Association.

CHAPTER I – MEMBERSHIP
    Section 1. The Society shall be a component society of the Maryland State Dental
    Association, hereinafter referred to as “MSDA” or its successors, and shall conform to its
    Constitution and Bylaws.

       Section 2. CLASSIFICATION: Membership in the Society shall be classified as follows.
           The same as the Maryland State Dental Association and in order with the
              American Dental Association (See updated MSDA Polices and Bylaws)

       Section 3. QUALIFICATION:
           Active Members: Any ethical dentist in good standing, practicing or residing
              within the territorial jurisdiction of this Society. (Check with MSDA)
           Life Members: An Active member of this Society, having been an active member
              in good standing or any MSDA Component Society for thirty five (35)
              consecutive years or total of (40) years and having attained the age of 65 years
              shall be eligible for Life Membership in this Society.
           Associate Member: A member of an allied profession who has contributed to the
              advancement of the objectives of this Society shall be eligible for Associate
              Membership.
           Honorary Member: Any person who has rendered outstanding service to the
              dental profession or the society, or has made a valuable contribution to the science
              of dentistry, may be considered as eligible for honorary membership.
           Student Member: Any student of an accredited dental school who is in good
              standing and is a member of the American Student Dental Association (ASDA)
           AFFILIATE M EMBERS: Dentist who are members in good standing of another
              component society of the MSDA, or members of the Federal Dental Service.
           SERVICE MEMBERS: Any member of the Society in good standing when called
              to extended active duty in the United States Military Service for a period not to
              exceed three (3) years.
       Section 4.     “ETHICAL DENTIST IN GOOD STANDING”
       DEFINITION: Any member of this Society is ethical in good standing if:
              A. His or her dues and assessments as provided in these Bylaws for the current
                  year have been paid or waived by the ADA, MSDA, and AACDS.
              B. He or she has not been suspended or expelled by this Society
              C. His or her license to practice in this or any other state has not been revoked or
                  suspended or has been restored on appeal.




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     Section 5. “PRACTICING DENTIST”
     DEFINITION: Any dentist in active practice or any dentist who has returned from active
     practice or who is engaged in activities furthering the objectives of this Society shall be
     considered a practicing dentist.

     Section 6.      PRIVILEGES
     ACTIVE MEMBERS: An active member in good standing shall be entitled to enjoy all
     the privileges’, and services provided by this Society for the benefit of its members.

     LIFE MEMBERS: A life member in good standing shall be entitled to enjoy all the
     privileges’ and services provided by the Society for the benefit of its members.

     HONORARY MEMBERS: An honorary member shall enjoy all rights and privileges of
     active members except the right to vote or hold office.

     STUDENT MEMBERS: Any student of an accredited dental school who is in good
     standing and is a member of the American Student Dental Association shall be entitled to
     enjoy any services provided by the Society for the benefit of its members, but shall not
     vote or be elected to any office.

     SERVICE MEMBERS: A service member in good standing shall be entitled to enjoy
     services provided by the Society for the Benefits of the members but shall not vote or be
     elected to any office in the Society.

     Section7. APPLICATION FOR MEMBERSHIP:
     Candidates for membership shall make application upon a prescribed application blank
     and shall state name, address, age, place and date of graduation, and date of license, and
     Society. Those applicants receiving the majority vote of the members of the Board of
     Directors shall be declared elected to membership.

CHAPTER II – MEETINGS

     Section 1. REGULAR MEETINGS: Regular meetings, scientific and/or business, shall
     be held on the first Thursday of any month at such times and places as may be designated
     by the Program Committee and approved by the President.

     Section 2. ANNUAL MEETINGS: The Annual meeting for the Society shall be held on
     the first Thursday of May at a time and place designated by the Board. At this time the
     annual election of new officers will take place.

     Section 3. SPECIAL MEETINGS: The President shall have the right to call special
     meetings of the Society at his or her discretion. A special meeting can also be called by
     the President at the discretion of the Board or by a written request of at least ten active
     members of the Society. Notice shall be mailed at least seven days before the meeting.




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     Section 4. BOARD OF DIRECTORS MEETING: The Board of Directors shall meet as
     deemed necessary by the President or Board, but at least prior to each regular meeting
     and an advance notice of meeting day is required.

     Section 5. QUORUM: At any membership meeting twenty-five active and/or life
     members shall constitute a quorum for the conduct of business. Thirty minutes must
     elapse after the scheduled starting time of a meeting before a lack of quorum is declared.
     At nay Board meeting, a majority of the Board shall be necessary to constitute a quorum.

CHAPTER III – OFFICERS AND DUTIES

     Section 1. There shall be the following officers: President, President-elect, Secretary,
     Treasurer, three Executive Councilmen, and the Immediate Past President.

     Section 2. PRESIDENT: The President shall preside at all meetings of Society and of
     the Board; he shall appoint all committees except the ones otherwise provided for: he
     shall be a member ex-officio of all committees; and shall perform such other duties as
     usually appertain to his or her office.

     Section 3. PRESIDENT-ELECT: The President-elect shall assist the President in the
     performance of his duties, shall preside in his or her absence, and shall succeed to the
     presidency at the expiration of the President’s term in office, without further election.

     Section 4. SECRETARY: It shall be the duty of the Secretary to be the custodian of the
     seal, records, books, and papers and all other documents and property belonging to the
     Society unless otherwise provided for: to keep accurate minutes of all the meetings of
     the Society and of the Board; to countersign all citations, certificates, letters of
     testimonial and all other official acts of the Society in conjunction with the President and
     affix the official seal thereto; to notify members of committees of their appointments and
     of duties assigned to each; to record all resolutions passed by the Society and deliver
     copies to the proper committees, or persons; to keep a copy of each letter written by him
     or herself in his or her official capacity in a filed reserved for that purpose; to have
     accessible at all official meetings a master or duplicate copy of this Constitution and
     Bylaws, complete with any subsequent amendments or revisions; to deliver all books,
     letters and records of the Society to his successor to office; to perform all other duties
     incident to his or her office.

     Section 5. SECRETARY / TREASURER: The Secretary and Treasurer shall oversee the
     Executive Director and his or her duties. The Treasurer shall bill or oversee the billing
     and collection of all monies, securities and deeds belonging to the Society and he or she
     shall hold, invest and disburse of these according to the direction of the Board. He shall
     pay to the Treasurer of the Maryland State Dental Association the prescribed amount per
     member each year in compliance with the Constitution and Bylaws of that Association
     for component membership in that body and that of the American Dental Association.
     The books shall be audited by the Executive Council Committee at least every two years
     or at the end of the Treasurers term. The Treasurer should give a report to the

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    membership at the May meeting. (Annual) He or she shall maintain an accurate, up-to-
    date list of the membership of this Society (with the help from the Executive Director) He
    or she shall deliver all the books and records to his or her successor in office and shall
    perform all other duties incident to his or her office, subject to Chapter XI of these
    Bylaws.


    Section 6. EXECUTIVE COUNCIL AND THE IMMEDIATE PAST PRESIDENT:
    The Executive Councilmen and the Immediate Past President Shall assist in the conduct,
    management, and control of the business and affairs of the Society. They shall
    recommend rules and or regulations consistent with the Articles of this Corporation or its
    Bylaws and shall act in advisory capacity to the members and perform such other duties
    as they may deem appropriate.

    Section 7. COMMON DUTIES OF OFFICERS: It shall be the common duty of all
    officers of this Society to acquaint themselves with the duties of their offices and the
    articles and chapters of the Constitution and Bylaws.

    CHAPTER IV – TRUSTEE AND OR MEMBERS OF THE HOUSE OF
                 DELEGATES OF MSDA

           Section 1. At each election any position in the House of Delegates and or Trustee
           of the MSDA which this Society has the authority to fill shall be placed on the
           ballot.

           Section 2. Taking of Office: The Trustee and Representatives to the House of
           Delegates of the MSDA shall take office in compliance with the Constitution and
           Bylaws of that Association.

           Section 3. A. Ineligibility to Position on Board of Trustees: Any member of
           this Society who is a State Officer, President of the Society or House of Delegates
           member shall be ineligible to hold office as a Trustee from this Society. B.
           Ineligibility to Position in the House of Delegates: Any member of this Society
           who holds office in the MSDA which entitles him or her to a seat in the House of
           Delegates of that body, shall be ineligible for election by this Society as a member
           of that House office on said Body shall relinquish his or her office as
           representative member from this Society.

           Section4. APPOINTMEN TO VACNIES: If for any cause, a representative of
           his Society serving as a Trustee or the House of Delegates of the MSDA shall
           become ineligible or unable to perform his or her duties as a member of that body,
           it shall be the duty of the President of this Society, subject to approval by the
           majority of the Board of Directors, to appoint a new representative to fill the
           vacancy so created, and to be in full accord with Chapter VI, Section 7 of these
           Bylaws.



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CHAPTER V – BOARD OF DIRECTORS

     Section 1. The Board of Directors shall consist of President, President-elect, Immediate
     Past President, Secretary, Treasurer, Historian, three (3) Executive councilmen, the
     Trustees and Representatives to the House of Delegates of the MSDA.

     Section 2. The Board of Directors shall conduct, manage and control the affairs and
     business of the Society, act upon applications for membership, and shall review any and
     all complaints or charges of whatever nature against members of the Society before a
     final decision is reached by the Judicial and Ethics Committee.

     Section 3. The Board shall have the authority, by two-thirds (2/3) vote, to impeach any
     officer of the Society, and shall also have the authority and responsibility to censure or
     suspend any member for any violation of the American Dental Association, MSDA and
     AACDS Bylaws.

     Section 4. The Board shall be permitted to designate ex-officio members of the Board
     who are to have full voting privileges.

CHAPTER VI – ELECTIONS

     Section 1. Election Meeting: Officers shall be elected at the annual meeting and will
     include the elective officers, one member to serve as Executive Councilman, the Trustee,
     Delegates and Alternates authorized to the MSDA House of Delegates.

     Section 2. The term of office for Society Officers shall be two years. The term of office
     for Executive Councilman shall be three years. The term of office for Trustee and House
     of Delegates shall be in accordance with the MSDA Bylaws.

     Section 3. Nominations: Nominations for all positions will be submitted by a
     nominating committee at least one meeting prior to the annual meeting. At the annual
     meeting additional nominations will be solicited from the floor. In each instance, the
     nominee’s consent must be given before the nomination is made.

     Section 4. Balloting: If more than one candidate is presented for any office by any of the
     aforementioned means at the annual meeting in May, the election shall be by written
     ballot, otherwise the report of the Nominating Committee shall be voted upon and the
     Secretary instructed to cast the ballot.

     Section 5. Eligibility of Office: Each nominee must be a member in good standing, as
     provided in Chapter I of these Bylaws and must expressly accept his or her nomination.

     Section 6. Succession of Office: The President, President-elect, and Board members at
     large shall not succeed themselves except when such officers have been elected to
     complete the unexpired terms of predecessors who were unable to complete their full
     tenure of office.

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    Section 7. Method of Balloting: If an the annual election there are additions to the list of
    candidates as proposed by the Nomination committee, a majority vote shall be required
    for the election of the executive offices: namely President-elect, Secretary/Treasurer and
    the Trustee.

    In the balloting of the members at large and the delegates to the House of Delegates of
    the Maryland State Dental Association, the nominees receiving the highest number of
    votes to fill the position open at the time for election shall be declared elected regardless
    of whether each receives a majority of the vote cast.

    Section 8. Vacancies of Office: Vacancies in any executive office shall be filled by vote
    of the membership at a special election, but in the manner prescribed for regular election
    in these Bylaws. The person or persons so elected shall serve for the duration of the term
    of the individual being replaced or until the next regular election.

    It shall be the duty of the President of this Society to fill a vacancy by appointment,
    subject to approval by the Board, until such time as a special election is feasible.

CHAPTER VII – COMMITTEES

    Section 1. REGULAR COMMITTEES: The following regular committees shall be
    appointed by the President as soon after his or her induction into office as feasible:
           1. Audit/Budget
           2. Constitution and Bylaws, Judicial and Ethics,
           3. Legislation, Membership, Nominating, and Peer Review

    Section 2. TERM OF OFFICE: The term of office for each member of all regular
    committees shall be for two years. There is no prohibition against any member
    succeeding himself on any committee.

    Section 3. APPOINTMENT TO COMMITTEES: The President shall make
    appointments to committees subject to approval by the Board by majority vote of
    members present.

    Section 4. ELIGIBILITY TO COMMITTEES: All members of Committees must be
    members in good standing at the time of their appointment and must maintain such good
    standing during their term of office, in accordance with Chapter I, Section 4 of these
    Bylaws. Membership of any committee by reason of death, resignation or otherwise, the
    President shall appoint a qualified member of the Society to fill the vacancy for the
    remainder of the unexpired term.

    Section 5. Quorum: A majority of the total membership of any committee shall
    constitute a quorum for the transaction of business.




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     Section 6. EXPENSES: The Society shall pay the expenses of each committee provided
     that such expenses are incurred in conformity with rules and regulations established by
     the Board and provided further that the committee budget as approved by the Board is
     sufficient to cover the payment of such expenses.

CHAPTER VIII – DUTIES OF COMMITTEES

     Section 1. COMMON DUTIES OF ALL COMMITTEES: Each Committee shall submit
     an annual report to the Society. The Chairman of each Committee shall be responsible
     for keeping accurate records of its meetings and correspondence, and shall deliver such
     records to his or her successor in office.

     Section 2. AUDIT: The duties of this committee are covered in Chapter III, Section 5,
     “Treasurer/Secretary” and Chapter XI of these Bylaws.

     Section 3. BUDGET COMMITTEE: The Budget Committee shall make a study of the
     probable net income and expenditures of the Society, and shall draw up a budget
     allocating the net income to the various activities. The budget shall be presented to the
     Board for study the first of April each year, and the Board shall have the power to reduce
     any item before granting its approval. The proposed budget shall then, after approval by
     the Board be presented at the May meeting. A majority vote will approve the budget.
     Any changes in the budget will require a two thirds (2/3) vote of the members present.

     Section 4. JUDICIAL AND ETHICS: The duties of the Judicial and Ethics Committee
     shall be:
             1. To provide advisory opinions regarding the interpretation of the Principles of
                Ethics.
             2. To hold hearings, following the procedures detailed in Chapter I. Section 4-1
                of the Maryland State Dental Association bylaws and render a decision of
                censure, suspension, expulsion, or acquittal in every case in which a member
                of this Society is charged with:
                    a. Having been found guilty of a felony
                    b. With having been found guilty of violation of the Dental Practice Act
                    c. With violating the Bylaws, including the Principles of Ethics of the
                        Society which conform to the Principles of Ethics of the Maryland
                        State Dental Association and the American Dental Association or
                    d. With any behavior inimical to the profession, provided that decision
                        recommending censure, suspension, expulsion, or acquittal be
                        reviewed by the Board of this Society before becoming effective. The
                        Judicial and Ethics Committee shall be further delegated to inform an
                        accused member of his or her “Right to Appeal” a decision of this
                        Society to the Judicial Council of the Maryland State Dental
                        Association by filing with the Secretary of the Maryland State Dental
                        Association, a statement sworn before a Notary Public, giving the
                        reasons for his appeal. An accused member of this Society shall have
                        the right to appeal a decision of the Maryland State Dental Association

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                      to the Judicial Council of the American Dental Association. An appeal
                      from any decision, to be valid, must be filed within thirty (30) days
                      after such decision has been rendered. No decision shall become final
                      while an appeal is pending.

    Section 5. LEGISLATION: The duties of this Committee shall be: To protect and
    further the interests of the public and dental profession in matters of State and Federal
    Legislation and Regulations; to study all amendments to the Dental Practice Act proposed
    by members of this Society and others; and report the changes they will effect to the
    Board of this Society.

    Section 6. MEMBERSHIP: To review all applications for membership, “interview the
    applicant,” and endorse such applications as being appropriate, to publish the names in a
    letter to the membership prior to being acted upon by the Board. To exhaust every
    logical and ethical method in appealing for 100% membership of all qualified potential
    members within the boundaries of this Society.

    Section 7. NOMINATING: This committee shall be composed of five (5) members
    selected from the Board and the general membership, the majority of which shall be from
    the general membership. It shall be the duty of the Nominating committee to function in
    compliance with chapter VI of these Bylaws.

    Section 8. PEER REVIEW: The Peer Review Committee shall compose the Peer
    Review System of the Society (Patient Relations) and following recommendations to the
    Board of Directors, It will be the final component authority in the Peer Review process.
    It shall adjudicate problems arising from a doctor-patient relationship with guidelines
    approved by the Board of Directors.

CHAPTER IX – DUES, ARREARS AND REINSTATMENT

    Section 1. Dues: Annual dues in this Society shall be sufficient to sustain membership in
    this Society, the MSDA and ADA and for any services or benefit provided for by these
    Bylaws. Any change in the dues structure of this Society must be approved by the
    membership in compliance with chapter XII of these Bylaws. Life, Honorary, Student,
    Service and Associate members hall be exempt from payment of this Society’s dues.
    Student and Service members shall pay only ADA dues if they qualify for exemption of
    MSDA dues. Dues for Affiliate members shall be regulated by approval by the
    membership in accordance with Chapter XII of the Bylaws. Dues for Active and
    Affiliate members shall be due January 1st of each year. A new member is considered an
    active member; if he joins the Society mid-year, he will pay a prorated portion of the
    annual dues. (ADA recommended structure)

    Section 2. ARREARS: Dues not paid by March 31st. shall be considered in arrears and
    the member automatically suspended. The member shall be so notified by the Treasurer,
    unless instructed to the contrary by the Board.



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     Section 3. REINSTATEMENT: Any member who has been suspended for non-payment
     of dues shall pay a reinstatement fee of one-half of the last year’s dues of MSDA in
     addition to his current year’s dues, and any assessments in full that were made during the
     year or year’s the individual was suspended in accordance with Chapter I, Section 4 of
     these Bylaws. Reinstatement for non-payment of dues other than during the current year
     of suspension shall also be subject to and made in accordance with Chapter I. Section 7
     of these Bylaws.

CHAPTER X – SPECIAL APPOINTMENTS

     Section 1. APPOINTMENTS: Special committees may be created by the President of
     his or her own volition, by instruction from the Board, or by a motion of the Society. The
     President will also make the appointments to these committees so created.

     Section 2. DUTIES AND TERMS OF OFFICE: The duties and term of office shall
     terminate at the end of the appointed year unless otherwise specified.

CHAPTER XI – BANK ACCOUNTS

     This Society shall, in its corporate name and style, maintain an account in a Federally
     insured bank or a Federally insured Savings and Loan Association selected and approved
     by the Board of Directors, into which shall be deposited the cash, assets of this Society,
     and bills notes, debts, or other evidence of withdrawal or orders for payment shall be
     executed for the Society by the President or the Treasurer. This account shall be under
     the direction and supervision of the Treasurer and subject to audit by the Audit
     Committee.

CHAPTER XII – AMENDMENTS

     These bylaws may be amended by a two-thirds (2/3) affirmative vote of its fully
     privileged members present at any meeting provided the proposed amendment(s) shall
     have been mailed to the members at least three weeks in advance, or by a two-thirds
     affirmative vote of its fully privileged members present at any regularly scheduled
     meeting provided the proposed amendment(s) shall have been read to the members at a
     regularly scheduled previous meeting. No amendment shall be considered to become
     effective that in any way conflicts with the Constitution and Bylaws of the Maryland
     State Dental Association or the American Dental Association.

CHAPTER XIII – RULES

     All questions provided for and not provided for in these Bylaws shall be governed by
     Sturgis Rules of Order.




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CHAPTER XIV – SUSPENSION OF BYLAWS

     These Bylaws may be suspended by (The same as the ADA Bylaws shall read). A
     quorum must be present and take place in compliance with all regulations in these
     Bylaws and providing that nothing shall be considered, or become effective, that in any
     way conflicts with the Constitution and Bylaws of the Maryland State Dental
     Association.

CHAPTER XV – CODE OF ETHICS

     The Principles of Ethics of the American Dental Association shall govern the
     professional conduct of all members of this Society, provided that this Society may adopt
     specific rules of ethics not in conflict with the Principles of Ethics of the American
     Dental Association.




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