MCDS Constitution and Bylaws

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Preface

Originally organized in New Brunswick, New Jersey, July 1912 Charter Members: Charles Dunham, D.D.S., Eugene S. Griggs, D.D.S., Harvey Iredell, D.D.S., Frank Hindel, D.D.S., W.W. Hodges, D.D.S., Louis F. Kuntz, D.D.S., G.S. McLaughlin, D.D.S., Lawrence Mundy, D.D.S., Walter D. Rice, D.D.S., Henry E. Zerfing, D.D.S.,

Constitution

Article I
Name
This Society shall be known as the Middlesex County Dental Society of New Jersey, an incorporated component of the New Jersey Dental Association (NJDA) and of the American Dental Association (ADA), hereinafter referred to as “the Society” or “this Society.”
Article II
Object
The object of this Society shall be to encourage the improvement of the health of the public; to cultivate the science and art of dentistry, and all its collateral branches; to elevate and sustain the professional character of dentists; to promote among themselves mutual improvement, social intercourse, good will and self protection; to promote the welfare of its members and for any other like purpose.

Article III
Organization
Incorporation: The Society was chartered under the laws of the State of New Jersey as a non‑profit organization on July 1912.

Office: The office of the Secretary of this Society shall be the official office of the Society.

Article IV
Government
Legislative Body: The legislative and governing body of this Society shall be its fully privileged members in body assembled at a General Membership Meeting, which may also be referred to as a "Meeting of the General Membership,' as provided in Article II of the Bylaws. All the privileges, powers, duties and functions granted to this Society both in NJDA and ADA Charters, Constitution and Bylaws are its accepted authority.

Administrative Body: This Society shall be administered by a Board of Trustees, which may also be referred to as "the Board' or "this Board,' as provided in Article III of the Bylaws.

Article V
Officers
The officers of this Society shall be a President, President-Elect, Vice President, Secretary, and Treasurer, who shall be members of the Board of Trustees and elected by the fully privileged members as provided in Article IV and Article XI of the Bylaws.

Article VI
Meetings
Scientific Meetings: Scientific meetings of this Society shall be conducted by the membership of this Society as provided in Article II, Section 4-a of the Bylaws.

Business Meetings: Business meetings of this Society shall be conducted at meetings of the General Membership and/or the Board of Trustees of the Society as provided in Article II and Article III of Bylaws.

Article VII
Code of Ethics
The Code of Ethics as established by this Society, together with Codes of Ethics of the New Jersey Dental Association and the American Dental Association shall govern the professional conduct of all members.

Article VIII
Authority
The Authority of this Constitution and Bylaws follow and is governed from the Constitution and Bylaws of the ADA Chapter II entitled "Constituent Societies” and Chapter III entitled "Component Societies” and also Article II of the Bylaws of the NJDA entitled Component Societies.

Article IX
Amendments
This Constitution may be amended by a two‑thirds (2/3) affirmative vote of the fully privileged members in good standing present and voting at any regular General Membership Meeting provided the proposed amendment shall have been presented in writing at a previous regular General Membership Meeting and subsequently published and mailed to the membership, seven days prior to its being voted upon.


BYLAWS

Article I
Membership
Section 1. Classification: The members of this Society shall be classified as follows:

a. Active Members and Recent Graduate Members

  1. Life Members

 

1. Active Life Members

2. Retired Life Members

c. Associate Members

d. Retired Members

Section 2. Qualifications:

  1. Active and Recent Graduate Members: Each legally registered dentist practicing in the territory within the jurisdiction of the Society is eligible for active or recent graduate membership as defined in the Bylaws of the New Jersey Dental Association (NJDA), Article I, Section 20.


A Recent Graduate Member is an Active Member. This classification is made only as a means of establishing a differential dues status, The jurisdiction of the Middlesex County Dental Society, hereinafter referred to as “the Society” or “this Society,” comprises the following counties provided in Article II, Section 30 of the NJDA Bylaws;

The area comprising Middlesex and Somerset Counties

b. Life Members.

1. Active Life Member. Persons who have been active members of this Society or any other component society, and have fulfilled the requirements for active life membership in the NJDA as defined in Article I, Section 20 of the NJDA Bylaws.

2. Retired Life Member. Persons who have been active members of this Society or any other component society, and have fulfilled the requirements for retired life membership in the NJDA as defined in Article I, Section 20 of the NJDA Bylaws.

c. Associate Members. Dentists practicing in states other than New Jersey who are members of the American Dental Association (ADA) or active members in good standing of other component societies of the NJDA who may desire to attend and derive the benefit of meetings of this Society shall be eligible as Associate Members of this Society.

d. Retired Members. Persons who have been active members of this Society or any other component society, and have fulfilled the requirements for retired membership in the NJDA as defined in Article 1, Section 20 of the NJDA Bylaws.

Section 3. Good Standing Defined. Any member of this Society who is not under the final sentence of suspension or expulsion and whose dues and assessments for the current calendar year have been paid shall be considered a member in good standing. Any member receiving assistance from the relief fund of the NJDA shall be exempt from the payment of dues and shall be considered in good standing during the period of such assistance.

Section 4. Privileges.

a. Active and Recent Graduate Members. An active member or recent graduate member in good standing shall be entitled to all of the privileges of active or recent graduate membership in the ADA and the NJDA; shall be entitled to vote at General Membership Meetings and attend Board of Trustees Meetings of this Society, shall be eligible to hold elected and/or appointed positions of this Society as provided in these Bylaws and shall receive the Bulletin of the Middlesex County Dental Society. All such members shall be entitled also to admission to any meeting of the NJDA and the ADA and to such other services as are provided by the above associations.

b. Life Member. A life member in good standing shall be entitled to all the privileges of an active member.

c. Associate Member. An associate member in good standing shall be entitled to admission to any scientific meeting, business meeting or social events of this Society, provided the associate member meets the requirements as would any active member. Associate members shall not be entitled to vote nor hold any elected or appointed position except as otherwise provided in these Bylaws. Associate members may speak on any subject before the Society and shall receive the Bulletin of the Middlesex County Dental Society.

d. Retired Member. A retired member in good standing shall be entitled to all the privileges of an active member.

Section 5. Application and Induction to Membership.

a. All applications for membership must be filled out on the standard application blanks as furnished by the NJDA. The chairperson of the Committee on Membership should immediately forward the application to the NJDA Office for clearance, and also send the dentist's name and background to the Bulletin for publication. Following the obtaining of clearance from the NJDA the candidate may then be inducted into membership at any subsequent General Membership Meeting. The candidate for membership may be inducted in absentia. To expedite this procedure during months where there is no General Membership Meeting, the Board of Trustees may declare a candidate inducted.

b. If an active member in good standing in this Society changes practice location in the State and wishes to become an active member in another component society, the Secretary shall issue such member a letter of recommendation. Such member, upon application, automatically qualifies as an associate member in this Society upon proper payment of dues.

c. Any dentist who shall move their place of practice into this jurisdiction and present the Secretary a certificates of good standing from any other component society, shall not be required to pay any further dues for the current year, except for dinner on a prorated basis.

d. Any applicant for active for active membership not practicing within the jurisdiction of the Society, must obtain a waiver from the Society in whose jurisdiction the applicant practices, as provided by Article II of the NJDA Bylaws. Otherwise, the applicant may become an associate member.

Section 6. Dues.

a. Active and Recent Graduate Members. The dues of active and recent graduate members shall be established by the Board of Trustees and be due January 1 of each year, plus current NJDA and ADA dues. The dues for an active member who receives no other discounts, and who has never been a member of the American Dental Association, shall be at fifty percent (50%) of dues for the first year of membership. Student membership in this Association or any other student dental organization does not disqualify the applicant for this discount. A recent graduate member shall not be required to pay dues for the remainder of the calendar year following graduation from dental school or completion of internship, residency or full‑time graduate course which was begun upon graduation from dental school; thereafter, dues shall be twenty‑five percent (25%) of full active dues for the first full year, and fifty percent (50%) of full active dues for the second full year, and seventy-five percent (75%) of full active dues for the third full year. In order to qualify for the second and third year recent graduate member discounts, a member must have maintained continuous membership from graduation of dental school or completion of internship, residency or full time graduate course.

b. Life Member.

1. Active Life Member. The dues of an active life member shall be due January 1 of each year plus current NJDA and ADA dues and shall be fifty percent (50%) of full active dues, and the cost of meals.

2. Retired Life Member. A retired life member shall be exempt from the payment of dues, but responsible for the payment of meals.

c. Associate Member. The dues of an associate member shall be established by the Board of Trustees and be due January 1, of each year, plus current NJDA and ADA dues. The Board of Trustees may establish different dues for associate members whose primary ADA membership is outside of the state of New Jersey.

d. Retired Members. The dues of a retired member shall be established by the Board of Trustees and be due January 1, of each year, plus current NJDA and ADA dues.

e. Billing and Collection. The dues of this Society shall be billed and collected by the NJDA as provided in Article II of the NJDA Bylaws.

f. Dues Reduction and Waiver. The Board of Trustees shall establish procedures to reduce or waive dues for individual members in any membership category according to the rules established by the council on membership of the NJDA. Members granted partial or full dues waivers shall be members in good standing during such period of time that the partial or full dues waiver is in effect.

Section 7. Resignation. A member of this Society, in good standing and not in arrears for dues, may honorably resign membership by application to the Secretary. Such resignation will necessarily include resignation from the NJDA and the ADA.

Section 8. Reinstatement. A member whose dues for the current year have not been paid by March 31 of that year shall cease to be a member of this Society. Reinstatement of membership may be secured on the payment of dues and on compliance with the pertinent bylaws and regulation of the NJDA and the ADA.

Article II
General Membership Meeting
Section 1. Composition. The General Membership Meeting shall be composed of all members of this Society in good standing as defined by Article I of these Bylaws.

Section 2. Powers. It shall be the power of the General Membership:

  1. To be the supreme authoritative body of this Society.

 

  1. To possess the legislative powers of the Society as granted by the Charter and Bylaws of the NJDA and the Bylaws of this Society which do not conflict in any way with those of the NJDA.
  1. To enact, amend and repeal the Constitution and Bylaws of this Society as provided in Article VIII of the Constitution and Article XV of these Bylaws.

 

d. To adopt and amend the Code of Ethics in accordance with the standards adopted by the NJDA.

Section 3. Duties. It shall be the duty of the General Membership:

a. To elect the officers of this Society.

b. To elect the nominees for the office of NJDA Trustee and the office of Alternate NJDA Trustee representing this Society.

c. To elect the nominees for the office of ADA Delegate and the office of Alternate ADA Delegate as provided by the Bylaws of the NJDA.

d. To elect the NJDA Delegates and Alternate NJDA Delegates to represent this Society at the NJDA House of Delegates.

e. To approve the annual budget as presented by the Board of Trustees.

f. To confirm the President‑Elect's nominees for all standing councils of the NJDA as provided in Article IV and Article VIII of these Bylaws.

g. To confirm the President‑Elect's nominees for Editor and Associate Editor, as provided in Article IV and Article V of these Bylaws.

h. To perform such other duties as prescribed by these Bylaws.

Section 4. Meetings

a. Regular Meetings. The regular meetings of the General Membership shall be held monthly from September through May. It shall be the custom of this Society to hold its regular meetings on the third Tuesday of the month, circumstances permitting. The Board of Trustees has the power to omit or change the dates of regular meetings.

b. Lt. Col. T. V. Symanski, D.D.S. Memorial Lecture Meeting. The Society shall use one meeting per year to honor the memory of “Sy” Symanski for his many years of extraordinary dedication to the Society. A plaque stating such shall be presented by the Society to the speaker at a special program.

c. Special Meetings. Special meetings of the General Membership may be called by the President or shall be called by the President on affirmative vote or written request of two‑thirds (2/3) of the total membership of the Board of Trustees; or on the written request of twenty‑five (25) fully privileged members of this Society. The time and place shall be determined and arranged by the President provided the time selected shall not be more than 14 days after the request was received. The business of the meeting shall be limited to the stated in the official call. The Secretary of this Society shall send to every member an official notice of the time and place of each special General Membership Meeting and a statement of the business to considered.

 

Section 5. Quorum.

a. Regular Meeting. Fifty (50) members privileged to vote shall constitute a quorum.

b. Special Meetings. Twenty‑five (25) members privileged to vote shall constitute a quorum.

Section 6. Officers.

a. Chairperson and Secretary. The officers of the General Membership Meeting shall be a chairperson and a secretary. The President of this Society shall be the chairperson and the Secretary of this Society shall be the secretary. In the absence of the President, the office of chairperson shall be filled by the President‑Elect or Vice President in that order. In the absence of the Secretary the chairperson shall appoint a secretary pro tempore.

b. Duties.

1. Chairperson. The chairperson shall preside and determine the order of business at all General Meetings. Decisions and rulings of the chairperson shall be final unless an appeal of such decision or ruling is made by a fully privileged member, in which case the final decision or ruling shall be by majority vote of the fully privileged members present and voting.

2. Secretary. The secretary shall serve as the recording officer of the General Membership Meeting and custodian of its records. The secretary shall be responsible for a record of the proceedings of the General Membership Meeting to be published as determined by the Board of Trustees or the General Membership.

Section 7. Rules and Order.

a. Privileges of the Floor and Voting.

1. Active, Recent Graduate, Life and Retired Members. Active, Recent Graduate, Life and Retired members shall have the privilege of the floor and to vote at any regular or special meeting of the General Membership.

2. Associate Members. Associate members shall have the privilege of the floor but cannot vote at any regular or special meeting of the General Membership.

3. Non‑members. Non‑members of this Society shall be entitled to attend meetings and to have the privilege of the floor subject to the approval of the chairperson and the policies established by this Society.

b. Approval of the Annual Budget. The annual budget as reviewed by the Board of Trustees shall be approved at a regular meeting of the General Membership prior to the beginning of the fiscal year. Copies of the annual budget shall be made available to all members attending the General Membership Meeting at which it is to be considered. Approval of the annual budget shall require a two‑thirds (2/3) vote of those fully privileged members present and voting.

c. Election Procedures. All election of this Society shall be conducted by an open ballot, unless a closed ballot is moved by a two‑thirds (2/3) vote of the fully privileged members present and voting. The candidate receiving the greatest number of votes shall be declared elected. In the event of a tie vote, the vote shall be retaken by closed ballot until the tie is broken. Ballots to break ties shall be limited tot he candidates who are tied. If there is but one candidate for an office, such candidate shall be declared elected by the chairperson.

d. Additional Rules. Sturgis Standard Code of Parliamentary Procedure shall be govern all deliberations of this body when they are not in conflict with these Bylaws.

Article III
Board of Trustees
Section 1. Composition. The voting members of The Board of Trustees shall consist of the Officers, Immediate Past President, Program Chairpersons, Editor, Associate Editor, NJDA Trustee, Alternate NJDA Trustee, ADA Delegate, Alternate ADA Delegate, NJDA Delegates, Alternate NJDA Delegates and this Society's representatives to each of the standing councils of the NJDA (excepting NJDA Council on Nominations, NJDA Chairpersons Council and NJDA Past President's Council). Each member of the Board of Trustees shall be entitled to only one vote.

Section 2. Powers. It shall be the power of the Board of Trustees.

a. To be the managing body of the Society, vested with the full power to conduct all business of the society, subject to the laws of the State of New Jersey, the Articles of Incorporation, the, Constitution and the Bylaws and the mandates of the Society.

b. To present nominations to the NJDA Council on Nominations.

c. To omit or change the dates of regular General Membership Meetings as provided in Article II of these Bylaws.

d. To call special meetings of the General Membership as provided in Article II, Section 4 of these Bylaws.

e. To authorize expenditures not otherwise included in the annual budget, utilizing reserve funds if necessary.

f. To approve of the investment of funds as recommended by the Committee on Budget and Finance.

g. To cause any article, in whole or in part, to be published in or be omitted from any publication of this Society.

h. To approve any special event, including but not limited to courses, outings, and social events.

i. To determine the frequency of publication of the Bulletin of this Society.

j. To transfer any power or duty of the Board of Trustees, with or without recommendation, to a General Membership Meeting.

Section 3. Duties. It shall be the duty of the Board of Trustees:

a. To establish the locations of regular meetings of the General Membership and the Board of Trustees.

b. To instruct the officers, Editor, committee chairpersons and NJDA Council Representatives in their duties and obligations to this Society,

c. To review the reports of all officeholders and committees of the
Society and make recommendations concerning the same.

d. To review the annual budget as presented by the Committee on Budget and Investment.

e. To establish the dues for all membership categories of this Society.

f. To perform such other duties as prescribed by these Bylaws.

g. To establish procedures to reduce or waive dues for individual members in any membership category as provided in Article I of these Bylaws.

Section 4. Meetings.

a. Regular Meetings. The regular meetings of the Board of Trustees shall be held monthly, except in the months of June, July and August. It shall be the custom of this Society to hold these meetings on the 2nd Tuesday of the month, circumstances permitting. The Board of Trustees has the power to omit or change the dates of any of these meetings.

b. Special Meetings. Special meetings of the Board of Trustees may be called by the President, or shall be called by the President‑Elect upon the request of five members of the Board of Trustees, provided that two days notice is given. The time and place of the meeting shall be determined and arranged by the President‑Elect. Notification of the time, place and business to be discussed shall be made by the President‑Elect in writing or by telephone, provided a reasonable attempt has been made to inform all voting members of the Board of Trustees. The business of the special meeting shall be limited to that stated in the official call, except by unanimous consent the members of the Board of Trustees present and voting. In the event that a request for a special meeting is received and the President is unavailable or unable to fulfill the duties of this paragraph, these duties shall be assumed by the President‑Elect.

 

Section 5. Quorum.

a. Regular Meeting. A quorum shall consist of three officers and four other members of the Board of Trustees.

b. Special Meetings. A quorum shall consist of three officers and four other members of the Board of Trustees.

Section 6. Officers.

a. Chairperson and Secretary. The officers of the Board of Trustees Meeting shall be a chairperson and a secretary. The President of this Society shall be the chairperson and the secretary of this Society shall be the Secretary. In the absence of the President, the office of chairperson shall be filled by the President‑Elect or Vice President in that order. In the absence of the Secretary the chairperson shall appoint a Secretary pro tempore.

b. Duties.

1. Chairperson. The chairperson shall preside and determine the order of business at all Board of Trustees Meetings. Decisions and rulings of the chairperson shall be final unless an appeal of such decision or ruling is made by a voting member of the Board of Trustees, in which case the final decision or ruling shall be by majority vote of the voting members of the Board of Trustees present and voting.

2. Secretary. The secretary shall serve as the recording officer of the Board of Trustees Meeting and custodian of its records. The secretary shall be responsible for a record of the proceedings of the Board of Trustees Meeting to be published as determined by the Board of Trustees.

Section 7. Rules and Order.

a. Privileges of the Floor.

1. Members. All Fully privileged and associate members shall have the privilege of the floor but cannot vote unless they are members of the Board of Trustees as provided in Section 1 of this Article.

2. Non‑members. Non‑members of this Society shall be entitled to attend meetings of the Board of Trustees and to have the privilege of the floor subject to the approval of the chairperson and the policies established by the Society.

b. Review of the Annual Budget. The annual budget as prepared by the Committee on Finance and Investment shall be reviewed at a regular meeting of the Board of Trustees prior to its presentation at a General Membership Meeting.

c. Additional Rules. Sturgis Standard Code of Parliamentary Procedure shall govern all deliberations of this body when they are not in conflict with these Bylaws.

Article IV
Officers
Section 1. The Officers of this Society shall be a President, President‑Elect, Vice President, Secretary, and Treasurer as provided in Article V of the Constitution.

Section 2. Eligibility.

a. President‑Elect and Vice President. A candidate for the office of President‑Elect or Vice President must be a fully privileged member of this Society in good standing and must have served a minimum of one full term on the Board of Trustees of this Society by the time the term shall begin.

b. Secretary and Treasurer. A candidate for the office of Secretary or Treasurer must be a fully privileged member of this Society in good standing.

Section 3. Nominations. Nominations for the offices of President‑Elect, Vice President, Secretary and Treasurer shall be made by the Committee on Nominations in accordance with Article XI of these Bylaws.

Section 4. Election. The officers shall be elected in accordance with Article II and
Article XI of these Bylaws.

Section 5. Term of Office.

a. President, President-Elect and Vice President. The President, President-Elect and Vice President shall serve for a term of one (1) year or until their successors are elected and installed..

b. Secretary and Treasurer. The Secretary and Treasurer shall serve for alternating terms of two (2) years or until their successors are elected and installed.

Section 6. Installation. The officers shall be installed as the last order of business at the May regular General Membership Meeting. At the completion of a term as President‑Elect, the President‑Elect shall be installed as President.

Section 7. Vacancies. In the event the office of President becomes vacant, the President‑Elect shall serve as Acting President for the unexpired portion of the term. In the event the office of President‑Elect becomes vacant. the Vice President shall serve as Acting President‑Elect for the unexpired portion of the term. In the event the offices of Vice President. Secretary or Treasurer becomes vacant, the office shall be filled by majority vote of the Board of Trustees.

Section 8. Duties.

a. President. It shall be the duty of the President:

1. To serve as the official representative of this Society for the purpose of advancing the objectives and policies of this Society.

2. To serve as chairperson at General Membership Meetings.

3. To serve as a chairperson of the Board of Trustees of this Society,

4. To call special meetings of the General Membership and to arrange for their time and location as provided by Article 11 of these Bylaws.

5. To serve as a delegate to the NJDA House of Delegates and chairperson of this Society's delegation. unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

6. To serve on the Committee on Nominations.

7. To serve as this Society's representative to the NJDA Council on Nominations, unless given a vote in another capacity by the NJDA Bylaws.

8. To appoint members and chairpersons for the committees of this Society, except as otherwise provided by these Bylaws.

9. To appoint interim NJDA Council Representatives, to serve in the event the regular NJDA Council Representative cannot attend a meeting of a council.

10. To appoint an interim NJDA Trustee, to serve in the event neither the NJDA Trustee nor the Alternate NJDA Trustee can attend a regular, or emergency meeting of the NJDA Board of Trustees.

11. To appoint the Editor and/or Associate Editor in the event of a vacancy in the office of Editor and/or Associate Editor as provided by Article V of these Bylaws.

12. To be a 2nd signatory of this Society's checking account.

13. To perform such other duties as may be provided in these Bylaws or as directed by the Board of Trustees.

14. Shall serve as ex‑officio member of all committees.

15. To serve as the chairperson of the Educational Committee.

b. President‑Elect. It shall be the duty of the President‑Elect:

1. To assist the President in the performance of duties as requested.

2. To succeed to the office of President at the completion of a term as President‑Elect and/or Acting President.

3. To serve as member of the Board of Trustees of this Society.

4. To serve as a delegate to the NJDA House of Delegates, unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

5. To nominate candidates to be this Society's NJDA Council Rep­resentatives who will serve during the President‑Elect's term as President, as provided in Article VIII of these Bylaws.

6. To appoint an Editor and Associate Editor who will serve during the President‑Elect's term as President, as provided in Article V of these Bylaws.

7. To perform such other duties as may be provided in these Bylaws or as directed by the Board of Trustees.

8. To be a 2nd signatory on the Societies checking account.

9. Appoints the Educational Coordinator who will serve during the President-elects term as president..

10. To serve as chairperson of the Committee on Nominations.

11. To monitor, log and respond to all telephone calls made to the Society's telephone voice mail service.

12. To arrange for the continuing education programs for the General Meetings.

c. Vice‑President. It shall be the duty of the Vice President:

1. To serve as a member of the Board of Trustees of this Society.

2 To serve as delegate to the NJDA House of Delegates, unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

3. To perform such other duties as may be provided in these Bylaws or as directed by the Board of Trustees.

4. To serve as Chairperson of Constitution and Bylaws Committee.

d. Secretary. It shall be the duty of the Secretary:

1. To serve as a member of the Board of Trustees of this Society.

2. To serve as a delegate to the NJDA House of Delegates. unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

3. To serve as the secretary of the General Membership Meeting.

4. To serve as the secretary of the Board of Trustees.

5. To be the custodian of the minutes and records of all meetings of the General Membership and the Board of Trustees of this Society and to deliver it all to the succeeding secretary.

6. To carry on the official correspondence of this Society as directed by the Board of Trustees or by a General Membership Meeting.

7. To receive letters of resignation from any officeholder of this Society and report thereto the President and to the Board of Trustees at their next regular meeting.

8. To sign all documents of election and/or appointment to office as requested by the NJDA.

9. To inform the members of this Society of the time, place and business of special General Membership Meetings as provided in Article 11 of these Bylaws.

10. To provide a copy of the Constitution and Bylaws of this Society to any member upon request.

11. To perform such other duties as may be provided in these Bylaws or as directed by the Board of Trustees.

e. Treasurer. It shall be the duty of the Treasurer:

1. To serve as a member of the Board of Trustees of this Society.

2. To serve as a delegate to the NJDA House of Delegates, unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

3. To keep all monies and securities belonging to this Society. to pay out the same and to keep a correct account of all transactions. The Treasurer shall be limited in the expenditure of the monies the Society to the provisions of the annual budget. except b, recommendations of the Board of Trustees.

4. To make a report at each regular meeting of the General Membership and the Board of Trustees.

5. To deliver all records, funds. securities. papers and books related thereto to the succeeding Treasurer.

6. To be the primary signatory of this Society's checking account.

7. To be chairperson of the Committee of Budget and Finance.

8. To arrange for all accounts of this Society to be audited annually by a certified accountant to be named by the Board of Trustees of this Society and to submit a written report thereon to the Board of Trustees.

9. To perform such other duties as may be provided in these Bylaws or as directed by the Board of Trustees.

10. To arrange for co‑signatures on all checks.

Article V
Editor and Associate Editor
Section 1. Eligibility. The Editor and Associate Editor must be fully privileged members of this Society in good standing.

Section 2. Nomination. The President‑Elect shall select the Associate Editor who shall serve during the President‑Elect's term as President.

Section 3. Term of Office. The Editor and Associate Editor shall serve for a term of one (1) year or until a successor is confirmed. The Editor's and Associate Editor's term shall commence with the installation of the new Officers.

Section 4. Vacancies. In the event of a vacancy in the office of Editor, the President shall nominate a new candidate, who must be confirmed by majority vote of the Board of Trustees of this Society; such candidate may serve as interim Editor to assure timely publication of the Bulletin, until the next regular meeting of the Board of Trustees. In the event of a vacancy in the office of Associate Editor, the President may optionally nominate a new candidate, who must be confirmed by a majority vote of the Board of Trustees of this Society.

Section 5. Duties. It shall be the duty of the Editor:

a. It shall be the duty of the Editor:

1. To be the Editor of the Bulletin of this Society and to exercise editorial supervision over that publication, subject to the policies of this Society, the directives of the Board of Trustees and the provisions of these Bylaws.

2. To serve as a member of the Board of Trustees of this Society.

3. To perform other such duties as prescribed by these Bylaws or as directed by the Board of Trustees.

b. It shall be the duty of the Associate Editor:

1 To assist the Editor with the publication of the Bulletin of this Society.

2. To serve as a member of the Board of Trustees of this Society.

Article VI
NJDA Trustee and Alternate NJDA Trustee
Section 1. Eligibility. The NJDA Trustee and the Alternate NJDA Trustee must be fully privileged members of this Society in good standing, as provided in Article IV of the NJDA Bylaws.

Section 2. Nominations. Nominations for the offices of the NJDA Trustee and Alternate NJDA Trustee shall be made in accordance with Article XI of these Bylaws.

Section 3. Election. The NJDA Trustee and the Alternate NJDA Trustee shall be elected by this Society in accordance with Article II and Article XI of these Bylaws. The persons elected by this Society to the offices of NJDA Trustee and Alternate NJDA Trustee will be this Society's official nominees to the NJDA House of Delegates for election to their respective offices as provided by the NJDA Bylaws.

 Section 4. Term of Office. The term of office of the NJDA Trustee and the Alternate NJDA Trustee shall be three consecutive one (1) year terms. In the event that the Trustee is unable to perform his or her duties the Alternate Trustee becomes Trustee for the remainder of the Trustees term. At the conclusion of this term the previous Alternate Trustee can then be elected for a complete term as Trustee, if he or she so desires as provided by Article IV of the NJDA Bylaws.

Section 5. Installation. The NJDA Trustee and the Alternate NJDA Trustee are in­ stalled by the chairperson of the NJDA Board of Trustees at the annual reorganization meeting of the NJDA Board of Trustees as provided by NJDA policy.

Section 6. Vacancies. In the event of vacancies in the office of NJDA Trustee and/ or Alternate NJDA Trustee. the Committee on Nominations shall nominate a candidate who must be confirmed by a majority vote of the Board of Trustees of this Society. The name(s) of the confirmed nominee(s) shall be submitted to the NJDA Board of Trustees for election to the vacant office for the remainder of the term as provided by Article IV of the NJDA Bylaws.

Section 7. Duties

a. NJDA Trustee. It shall be the duty of the NJDA Trustee:

1. To fulfill the duties of a member of the NJDA Board of Trustees as provided by the NJDA Bylaws.

2. To serve as a delegate to the NJDA House of Delegates. unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

3. To serve as a member of the Board of Trustees of this Society.

b. Alternate NJDA Trustee. It shall be the duty of the Alternate NJDA Trustee:

1. To serve as NJDA Trustee in the event the NJDA Trustee is unable to perform the duties of a member of the NJDA Board of Trustees as provided by the NJDA Bylaws.

2. To serve as a member of the Board of Trustees of this Society.

Article VII
ADA Delegate and Alternate ADA Delegate
Section 1. Eligibility. The ADA Delegate and the Alternate ADA Delegate must be fully privileged members of this Society in good standing as provided by Article XII of the NJDA Bylaws.

Section 2. Nominations. Nomination for the offices of ADA Delegate and Alternate ADA Delegate shall be made in accordance with Article XI of these Bylaws.

Section 3. Election. The ADA Delegate and the Alternate ADA Delegate shall be elected by this Society in accordance with Article 11 and Article XI of these Bylaws. The persons elected by this Society to the offices of ADA Delegate and Alternate ADA Delegate will be this Society's official nominees to the NJDA Council on Nominations for election to their respective offices as provided by the NJDA Bylaws.

Section 4. Term of Office. The term of office of the ADA Delegate and the Alternate ADA Delegate shall be one (1) year or until their successors are elected and installed as provided by Article XII of the NJDA Bylaws.

Section 5. Vacancies.

a ADA Delegate. In the event the office of ADA Delegate becomes vacant, the unexpired term shall be filled by the Alternate ADA Delegate as provided by Article XII of the NJDA Bylaws.

b. Alternate ADA Delegate. In the event the office of Alternate ADA Delegate becomes vacant, the Committee on Nominations shall nominate a candidate who shall be confirmed by a majority vote of the Board of Trustees of this Society. The name of the confirmed nominee shall be submitted to the NJDA Board of Trustees for election to the vacant office for the remainder of the term as provided by Article XII of the NJDA Bylaws.

Section 6. Duties.

a. ADA Delegate. It shall be the duty of the ADA Delegate:

1 . To serve as one of the official representatives of the NJDA to the ADA House of Delegates fulfilling such duties in such manner as to promote the welfare of the ADA and the interests of the NJDA as provided by Article XII of the NJDA Bylaws.

2. To serve as a member of the Board of Trustees of this Society.

b. Alternate ADA Delegate. It shall be the duty of the Alternate ADA Delegate:

1 . To serve as ADA Delegate in the event the ADA Delegate is unable to perform the duties of a member of the NJDA delegation to the ADA House of Delegates as provided by Article XII of the NJDA Bylaws.

2. To serve as a member of the Board of Trustees of this Society.

ARTICLE VIII
NJDA Council Representatives
Section 1. Eligibility. NJDA Council Representatives must be fully privileged members of this Society in good standing as provided by Article VII of the NJDA Bylaws. A member is limited to serving as an official Representative to only one NJDA Council at a time with the exception of the NJDA Council on Nominations, the NJDA Chairpersons' Council and the NJDA Past Presidents' Council. An eligible member may serve an unlimited number of terms except where otherwise provided by Article VII of the NJDA Bylaws.

Section 2. Nomination. The President‑Elect shall nominate the candidates for NJDA Council Representatives, who shall serve during the President‑Elect's term as President.

Section 3. Confirmation. The nominees for NJDA Council Representatives shall be confirmed at a regular General Membership Meeting by majority vote. The persons confirmed by this Society to be NJDA Council Representatives shall be this Society's official nominees of the NJDA President to the NJDA Board of Trustees as provided by Article VII of the NJDA Bylaws.

Section 4. Term of Office. NJDA Council Representatives shall serve terms of one (1) year or as otherwise provided by the NJDA Bylaws. Their terms shall commence upon approval by the NJDA Board of Trustees.

Section 5. Vacancies. In the event of a vacancy of any of the NJDA Council Representatives, the President shall nominate a candidate to fill the unexpired portion of the term, who must be confirmed by majority vote of the Board of Trustees of this Society. The persons confirmed by the Board of Trustees of this Society to fill unexpired terms of NJDA Council Representatives shall be this Society's official nominees to the NJDA as provided by the NJDA Bylaws.

Section 6. Duties. It shall be the duty of NJDA Council Representatives:

a. To fulfill the duties of each respective NJDA Council as provided by Article VII of the NJDA Bylaws.

b. To serve as members as Board of Trustees of this Society.

Article IX
Committees
Section 1. Eligibility. Any member of this Society in good standing shall be eligible to serve as a member of a committee of this Society, except as otherwise provided in these Bylaws. Only fully privileged members of this Society in good standing shall be eligible to serve as a chairperson of a committee of this Society.

Section 2. Appointment. The President shall appoint the chairperson and members of each standing and special committee of this Society except as otherwise provided in this Article. Such appointments shall be reported to the Board of Trustees no later than the next regular meeting following their appointment. The President‑Elect shall report to a regular meeting of the Board of Trustees, the appointees to the standing and special commit­ tees of this Society who will take office upon the President‑Elect's induction as President.

Section 3. Term of Office.

a. Standing Committees. The terms of office of members of all standing committees shall correspond to the term of office of the appointing President, except as otherwise provided in these Bylaws.

b. Special committees. The terms of office of members of special Committees shall be determined by the Board of Trustees.

Section 4. Standing Committees.

a. Committee on Nominations. The Committee on Nominations shall be chaired by the President-elect and include the president and the immediate past president. This committee shall nominate candidates for the positions of President‑Elect, Vice President, Secretary, Treasurer, NJDA Trustee, Alternate NJDA Trustee. ADA Delegate. Alternate ADA Delegate, NJDA Delegates and Alternate NJDA Delegates in accordance with Article XI of these Bylaws. This committee shall also nominate candidates to complete unexpired terms due to vacancies in the offices of NJDA Trustee. Alternate NJDA Trustee and Alternate ADA Delegate as provided by Article VI and Article VII of these Bylaws.

b. Committee on Membership. The Committee on Membership shall be composed of a chairperson. who shall be this Society's representative to the NJDA Council on Membership. This committee shall formulate programs for maintaining and increasing the membership of this Society, and shall fulfill any additional duties assigned to it by the Board of Trustees.

c. Committee on Budget and Finance. The Committee on Budget and Finance shall be composed of a chairperson; who shall be the Treasurer, along with the President and the President-elect. The committee shall prepare the annual budget for the oncoming fiscal year and present it to the Board of Trustees. This committee shall also study and make recommendations concerning financial matters of this Society.

d. Committee on Constitution and Bylaws. The Committee on Constitution and Bylaws shall be composed of a chairperson who is the Vice President and a minimum of two (2) other member. This committee shall review the Constitution and Bylaws in order to recommend corrections and to prepare in amendment form any suggestions or recommendations for changes in the Constitution and Bylaws, and assure compliance with the Constitution and Bylaws and reporting same to the Board of Trustees.

e. Committee on Peer Review. The Committee on Peer Review shall be composed of a chairperson. who shall be this Society's representative to the NJDA Council on Peer Review, and a minimum of five (5) other members. This committee shall adjudicate cases referred to it in accordance with the policies as set forth by the NJDA Council on Peer Review.

f. Mentor Committee. The chairperson is appointed by the President-Elect. The chairperson is to be approved by the Board of Trustees.

g. Educational Committee. The Committee will consist of the President (chair), President-Elect, the Continuing Education Committee Chairperson, the Corporate Sponsorship Chairperson, the Mentor Committee Chairperson and the Educational Coordinator. The Educational Coordinator is to be approved by the Board of Trustees. The Educational Coordinator will be responsible for assisting the other members of the committee with the following: A/V equipment, meeting room preparation etc. The Education Coordinator would be responsible for taking charge in setting up Staff Night.

Section 5. Special Committees. Special Committee may be established by the Board of Trustees for the purpose of performing such duties not otherwise assigned in these Bylaws.
Article X
NJDA Delegates and Alternate NJDA Delegates
Section 1. Eligibility. NJDA Delegates and Alternate NJDA Delegates must be fully privileged members of this Society in good standing. The Officers and the NJDA Trustee of this Society shall be NJDA Delegates unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws.

Section 2. Nominations. Nominations for NJDA Delegates and Alternate NJDA Delegates shall be made in accordance with Article XI of these Bylaws.

Section 3. Election. The NJDA Delegates and Alternate NJDA Delegates shall be elected by this Society in accordance with Article II and Article XI of these Bylaws.

Section 4. Term of Office. NJDA Delegates and Alternate NJDA Delegates shall serve from the first NJDA Annual Session after their election until the beginning of the next NJDA Annual Session. NJDA Delegates and Alternate NJDA Delegates may serve an unlimited number of terms.

Section 5. Chairperson of the Delegation. The chairperson of this Society's Delegation to the NJDA House of Delegates shall be the President unless prohibited from serving or given a vote in another capacity by the NJDA Bylaws; in which case the President shall appoint another NJDA Delegate to serve as chairperson.

Section 6. Vacancies. In the event an NJDA Delegate cannot attend a meeting of the NJDA House of Delegates the chairperson of the delegation shall fill the vacancy from among the Alternate NJDA Delegates. In the event this Society's delegation cannot be completed in this fashion, the chairperson of the delegation may certify any eligible member of this Society as an NJDA Delegate as provided in Article 111 of the NJDA Bylaws.

Section 7. Duties.

a. It shall be the duty of the members of this Society's delegation to the NJDA House of Delegates to serve as official representatives of this Society, fulfilling their assigned duties in such a manner as to promote the welfare of the NJDA and the interests of this Society.

b. It shall be the duty of the NJDA Delegates and the Alternate NJDA Delegates to serve on the Board of Trustees of this Society.

Article XI
Nominations and Elections
Section 1. Nominations. Nominations shall be made for the following offices: President‑Elect, Vice President, Secretary, Treasurer, NJDA Trustee, Alternate NJDA Trustee, ADA Delegate, Alternate ADA Delegate, NJDA Delegates and Alternate NJDA Delegates. Nominations shall be made in the following manner:

a. The Committee on Nominations shall nominate a slate of candidates for the aforementioned offices. The slate be presented at the January meeting of the Board of Trustees and at the regular January General Membership Meeting.

b. The chairperson of the January General Membership Meeting shall open the floor for nominations. Nominations shall be accepted provided they are made and seconded by fully privileged members in good standing and the nominee accepts the nomination.

c. All nominations shall be published in the February Bulletins of this Society. The report shall state the method by which each candidate was nominated. announce that the floor will be opened for final nominations at the regular General Membership Meeting, and that the Society's Election will be held at the regular February General Membership Meeting.

d. The chairperson of the regular February General Membership Meeting shall restate the nominations for all offices and the method by which each candidate was nominated.

e. In the event a candidate nominated by the Committee on Nominations withdraws a nomination, the Committee on Nominations shall nominate another candidate.

Section 2. Elections.

a. Elections shall be held at the regular February General Membership Meeting.

b. Elections shall be conducted as provided by Article II, Section 7‑c of these Bylaws.

c. In the event a new elective office is created by an amendment to the Constitution and/or these Bylaws, the Board of Trustees, by majority vote. shall elect a qualified member to fill said office until a successor is elected at the next annual election and installed.

Section 3. Special Considerations. Should circumstances arise that affect the January pr February regular General Membership Meetings, including but not limited to: failure to obtain a quorum, inclement weather or meeting cancellation: the Board of Trustees may alter the schedule to present and/or publish nominations and the time of the election.

Article XII
Removal from Office
Section 1. Removal of Persons Elected by the General Membership. Any persons elected by the General Membership may be removed from office for cause by a two‑thirds (2/3) vote of those fully privileged members in good standing present and voting at a General Membership Meeting provided the number of affirmative votes amounts to at least one‑fifth (1/5) the total number of fully privileged members of this Society as of previous November 1. A motion for removal from office cannot be voted upon at the General Membership Meeting at which the motion is made. The Board of Trustees, by a two‑thirds (2/3) vote of those Trustees present and voting, may suspend such person pending a final determination that cause exists for removal.

Section 2. Removal of Appointed Persons. Any person appointed to a position may be removed for cause by the reversal of the appointive process, and may be suspended by a two‑thirds (2/3) vote of the Board of Trustees, pending final determination that cause exists for removal.

Section 3. The status of a person as member in good standing shall not be affected solely by reason of removal or suspension from office.

Article XIII
Finances
Section 1. Fiscal Year. The fiscal year of this Society shall begin January 1st and end December 31st.

Section 2. Checking Account. This Society shall maintain a checking account at a New Jersey bank to be chosen by the Treasurer. This account shall be used for the normal business transactions of the Society. Checks drawn shall require only two (2) signatures. The approved signatories of this account shall be the Treasurer and the President or President‑Elect.

Section 3. Savings or Investment Account. This Society may maintain savings and/ or investment accounts as approved by the Board of Trustees. The Board of Trustees will also stipulate the rules governing the management of each account.

Section 4. Annual Audit. All accounts of this Society shall be audited annually by a certified accountant to be named by the Board of Trustees. A written report shall be presented to the Board of Trustees for review.

Article XIV
Code of Ethics and Judicial Procedures
Section 1. Professional Conduct of Members. The professional conduct of every member of this Society shall be governed by the Code of Ethics of the NJDA, the Principles of Ethics of the ADA and the peer review procedures of the NJDA.

Section 2. Discipline of Members. Members may be disciplined as provided in Article XIII of the NJDA Bylaws.

Article XV
Amendments
Section 1. These Bylaws may be amended by a two‑thirds (2/3) vote of the fully privileged members in good standing present and voting at any regular General Membership Meeting providing the proposed amendment shall have been presented in writing at a previous regular General Membership Meeting and subsequently published and mailed to the membership seven days prior to its being voted upon.

Section 2. No amendment can be considered which in any way conflicts with the Bylaws of the NJDA, or the Bylaws of the ADA.

Section 3. An official notice from the Board of Trustees of the NJDA of any change prescribed by the body in the Bylaws of component societies shall be accepted by this Society and become a part of these Bylaws.

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