Constitution and bylaws
Constitution
Article I. – NAME AND AFFILIATION
The name of this organization shall be the Colorado Springs Dental Society (CSDS), a component of the Colorado Dental Association and the American Dental Association, supporting the Constitution and the Bylaws of those associations.
Article II. – MISSION STATEMENT
The Colorado Springs Dental Society advances the oral health and wellbeing of the community through direct partnership and by empowering its members toward the highest standards of care and the pursuit of professional excellence and personal fulfillment through communication, participation, and leadership.
VISION STATEMENT
The CSDS is the recognized voice of dentistry and oral health in the Pikes Peak region.
VALUES STATEMENT
CSDS members who embrace the ADA's Principals of Ethics and Code of Professional Conduct endeavor to promote a spirit of cooperation and communication within the healthcare community and with the community at large and to promote the highest standards of dental care.
Article III. – ORGANIZATION
Section 1. The CSDS is a non-profit corporation organized under the laws of the state of Colorado. If this corporation shall be dissolved at any time, no part of its funds or property shall be distributed to or among its members; but after payments of all indebtedness of the corporation, its surplus funds and properties shall be used for the purpose of the corporation or to an organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes in such a manner as the then-governing body of the CSDS shall determine.
Section 2. The principal place of business of the CSDS shall be Colorado Springs, Colorado.
Section 3. The area to be served by the CSDS is the counties assigned by the Colorado Dental Association: Cheyenne, Elbert, El Paso, Kit Carson, and Lincoln.
Members practicing in Elbert County can choose to belong to CSDS or to MDDS.
Section 4. This society is a component society of and chartered by the American Dental Association and the Colorado Dental Association. The Principles of Ethics and Code of Professional Conduct of the ADA shall be the Principles of Ethics and Code of Professional Conduct of the CSDS.
Article IV. GOVERNMENT
The governing body shall be the Board of Directors who is elected by the membership.
Article V. AMENDMENTS
This Constitution may be amended by a two-thirds (2/3) affirmative vote of the members at the annual meeting or by mail-in or electronic ballot.
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Bylaws
Chapter I – MEMBERSHIP
Section 1. Classification:
Colorado Springs Dental Society (CSDS) members shall be classified by the Board of Directors following the Colorado Dental Association's guidelines.
Section 2. Qualifications:
ACTIVE MEMBER. An active member is an individual who practices or resides in the territory determined by the Colorado Dental Association, has a D. D. S. or a D. M. D. or an equivalent dental degree from a CODA-accredited dental school (or a Colorado physician who also has a D. D. S. or D. M. D. or equivalent dental degree) and maintains good standing in the CSDS as defined by the bylaws.
RETIRED MEMBER. A member in good standing who is now retired and is no longer earning income from the performance of service as a member of the faculty of a dental school, as a dental administrator or a consultant, or as a practitioner of any activity for which a license to practice dentistry is required by this state may be classified as a retired member upon application to the CSDS’ Executive Director and upon proof of qualification. To qualify for retired membership status, the active member shall submit an affidavit attesting to retirement.
ASSOCIATE MEMBER. An associate member of the CSDS shall be an ethical dentist who has retired from active practice, is not a resident of Colorado, and is not licensed to practice dentistry in Colorado, or is a commissioned officer in the federal dental services; or practices dentistry in Colorado and is a member of another component society. D.
HONORARY MEMBER. An honorary member of the CSDS must have made an outstanding contribution to the art and the science of dentistry and must have been elected to honorary membership by the Board of Directors.
STUDENT MEMBER.
Pre-doctoral student. A pre-doctoral student of a dental school accredited by the Commission on Dental Accreditation shall be classified as a student member.
Graduate student. Any dentist who is engaged full time in (1) an advanced training course of not less than one (1) academic year’s duration in an accredited school or residency program in areas either recognized by the American Dental Association or accredited by the Commission on Dental Accreditation or (2) a residency program or advanced education program accredited by the Commission on Dental Accreditation may be classified as student member.
F. OTHER CATEGORIES.
Additional membership categories may be established by the Board of Directors, except that no powers or duties of governance may be assigned to membership categories other than those defined in these bylaws.
G. Membership in the CSDS requires acceptance of its constitution and bylaws and of the ADA’s Principles of Ethics and Code of Professional Conduct.
Section 3. Membership
Active and retired CSDS members shall be limited to dentists practicing or residing within the territorial jurisdiction as defined by the Colorado Dental Association, provided that such dentists are members in good standing in the CSDS, the CDA, and the ADA. A dentist who has retired from active practice and is engaged in activities furthering the objectives of organized dentistry shall be considered to be practicing dentistry within the meaning of this section.
Section 4. Definition of “in good standing”
A member of the CSDS who has paid dues and any special assessments for the current year is in good standing, provided that the member is current on continuing education requirements and continuously cooperates with the CDA’s professional review committees and committees on ethics.
A member who voluntarily agrees to cease practice subject to a Colorado Dental Board order that prohibits or conditions practice or whose association membership is suspended shall not qualify for any membership privileges (e. g., holding office, sitting on committees, voting, or attending association events).
A member may be disciplined in accordance with the CDA’s Operational Manual for:
a) having been found guilty of a crime
b) having been found in violation of the Colorado Dental Practice Act
c) having been discharged or dismissed from practicing dentistry with one of the federal dental services under dishonorable circumstances
d) violating the CDA’s member conduct policy.
A member of the CSDS who does not meet the continuing education requirements and/or cooperation with the peer review and ethics committees may be disciplined by censure, probation, suspension, or expulsion subject to the provisions of these bylaws. Dues or other money previously paid to the CSDS shall not be refunded in the event of expulsion.
Section 5. Dues and assessments:
A. MEMBER DUES. The dues for each category of membership shall be due January 1 of each year, and the amount shall be established by the Board of Directors.
B. ASSESSMENTS. Special purpose assessments may be levied upon active members by the Board of Directors. Non-payment of any assessments shall be treated as delinquent dues. Any action on a special purpose assessment to be considered must be published to the entire membership at least fourteen (14) days prior to voting. Passage shall require at least a two-thirds (2/3) affirmative vote of the votes received.
C. A CSDS member may apply annually for a disability waiver and must submit the required physician’s notes and signature. The Board of Directors determines whether the applicant qualifies for 50% or 100% dues waiver and whether the disability qualifies for a temporary or a permanent waiver.
Section 6. Privileges.
Members in good standing shall receive all newsletters and other print or electronic communications as requested, shall be entitled to attend membership meetings, shall receive other such services as provided by the CSDS, shall be eligible for election as an officer or a director and for appointment to committees, according to the requirements for those positions.
An active or a retired member in good standing shall be eligible for election as a delegate or an alternate delegate to the CDA House of Delegates.
Section 7. Loss of Membership and Reinstatement:
All dues-paying members whose dues (and any assessments) have not been paid by March 31 of the current year shall cease to be members of the CSDS.
Reinstatement of membership may be secured on the payment of dues (and any assessments) to the CSDS.
A former active member of CSDS upon being re-elected or reinstated to active
membership shall pay appropriate dues and any assessments for the year of reinstatement.
Chapter II – JUDICIAL PROCEDURE
Section 1. Discipline
The Bylaws of the American Dental Association and/or the Operational Manual of the Colorado Dental Association shall control the judicial procedures for imposing discipline upon a CSDS member.
Chapter III. ELECTIVE OFFICERS/BOARD OF DIRECTORS
Section 1. Composition:
Elective officers shall be the immediate past president, president, president-elect, secretary-treasurer, and a minimum of four directors.
Section 2: Eligibility:
Elective officers must be active or retired members in good standing. The president shall not succeed himself in office.
Section 3: Nomination:
The Membership and Membership Services Council shall present a slate of officers and candidates for CDA delegates and alternate delegates to the membership.
Section 4: Election:
The elective officers, the trustee, the delegates, and the alternative delegates to the CDA shall be elected by the membership in a mail-in or an electronic ballot. If more than two (2) candidates are nominated for any elective office, and no candidate receives a majority of all votes cast on the first ballot, then only the two candidates having received the highest number of votes shall thereafter be considered candidates and a second ballot ordered.
Section 5. Term of Office:
The elective officers shall serve for the designated term of their specific office or until their successors shall be elected and installed. While the officers succeed in office to the next chair, the directors fill their elected terms. Directors in one-year learning positions are eligible to run for one- or two-year directorships at the end of their first terms. The term begins June 1 of each year and ends May 31 of the following year. A director may serve three (3) consecutive two-year terms. S/he may seek re-election for a position as a director only after sitting out a minimum of one two-year term.
Section 6. Vacancies:
In the event the office of president becomes vacant, the president-elect shall become president for the unexpired portion of the term and the subsequent term of president. In the event any other office becomes vacant, the office shall remain vacant until the next annual election, and the duties of such offices shall be assumed by the remaining officers.
Section 7. Duties:
All board members shall vote on issues, are expected to fulfill their duty to attend board meetings and are expected to represent the board at CSDS’ events and programs.
A. The president shall
1. preside at CSDS membership meetings and at board meetings
2. appoint all task forces and committees subject to the approval of the Board of Directors, fill vacancies, and remove appointees as the board deems appropriate
3. perform such duties as custom and parliamentary usage require
4. serve as the official representative of the CSDS, at the discretion of the Board
5. serve as a delegate to the CDA annual session
6. attend the CDA president-elect meeting, if possible
7. oversee the Public and Professional Relations Council
B. President-elect shall
1. assist the president as requested at meetings
2. preside at CSDS membership and board meetings in the absence of the president
3. oversee the Program/Continuing Education and Events Council
4. serve as a delegate to the CDA annual session
5. succeed to the office of president on June 1
C. Secretary-treasurer shall
1. preside in the absence of the president-elect
2. preside in the absence of both the president and the president-elect
3. oversee the Budget and Financial Affairs Council
4. serve as a delegate to the CDA annual session
5. succeed to the office of president-elect on June 1
D. Directors shall
1. assist the officers, as needed
2. serve on the appointed committees, and the chair shall report at each board meeting
3. serve as delegates to the CDA annual session, as needed
E. Past president shall
1. provide expertise to the Board of Directors for no more than one year
2. oversee the Communications and Technology Committee
3. serve as a delegate to the CDA annual session, as needed
At the expiration of their terms of office, all Board members shall turn over to their successor or to the executive director all books, papers, records, and other property relating to or in any way belonging to their office.
Chapter IV. Appointive Officer:
Section 1. Title:
The appointive officer of the CSDS shall be the executive director.
Section 2. Term of Office and Salary:
The Board of Directors determines the salary and the tenure.
Section 3. Duties:
The executive director shall be the executive head of the CSDS, an ex-officio member of the board of directors, and the official representative at events. Other duties are listed in the Operations Manual.
Chapter V. COUNCILS, COMMITTEES, AND TASK FORCES
Section 1. Classification and Composition:
Councils shall be standing bodies required for the functional operation under governance of the CSDS and shall continue to exist until the membership terminates them at the annual session.
Committees or subcommittees shall be established by the Board of Directors to accomplish specific assignments and will report directly to the executive committee. Committees or subcommittees shall terminate automatically upon completion of the task(s) for which they were established. They will report at each board meeting.
Task forces may be created by the Board of Directors for any area of responsibility. A chair and at least two members shall be appointed to each task force and shall be directly responsible to the Board of Directors. Members of the task force should be persons who are objective and knowledgeable about the subject and need not be members of the parent committee. Task forces shall automatically terminate upon completion of the task or area of responsibility for which they were established.
Section 2. Councils, Committees, and Task Forces
A. EXECUTIVE COMMITTEE
1. The Executive Committee shall be composed of the president as chair, past president, president-elect/vice-president, secretary-treasurer, as voting members. The trustee and the executive director shall be members without the right to vote.
2. DIRECTION: The activities of the Executive Committee shall be under the direction of the Board of Directors and meets only for authorized purposes.
MEMBERSHIP AND MEMBERSHIP SERVICES COUNCIL
Section 1: Membership and Membership Services Committee
1. The responsibilities of this council include membership recruitment and retention, invitations, membership benefits, mentor programs, and leadership training.
2. The executive director oversees the committee. The committee chair and the co-chair shall be appointed by the president.
3. The committee shall consist of at least two members and shall form task forces, as needed.
4. The members serve for one year and may serve for additional terms.
B. PUBLIC AND PROFESSIONAL RELATIONS COUNCIL
Section 1. Public and Professional Relations
1. These areas of responsibility are included:
relationships with Colorado Springs Utilities, Pikes Peak Community College, etc.
media relations
fluoride and public health
community partnerships with military dentists, the ADA, the CDA, and health agencies
dental outreach programs may include Dental Health Month, health fairs, KIND, Give Kids a Smile, Mission Dental, a Dental Explorers' Post, National Police (Appreciation)Week , Assistance League's Operation School Bell, Bob Telmossé Holiday Give-Away
methods to improve communications with dentists.
2. The president oversees the committee. The committee chair and the co-chair shall be appointed by the president.
3. The committee will assign committees or task forces, as needed.
4. The members serve for one year and may serve for additional terms.
Section 2. Communications and Technology Committee
1. The responsibilities of this committee include to research ways to improve communications with dentists, to promote outreach programs, to maintain and to develop community partnerships, and to suggest technology that will enhance membership experiences.
2. The immediate past president oversees the committee. The committee chair and the co-chair shall be appointed by the president.
3. The committee shall consist of at least two members and shall form task forces, as needed.
4. The members serve for one year and may serve for additional terms.
C. BUDGET AND FINANCIAL AFFAIRS COUNCIL
1. The responsibilities include budget, recommendation of dues amounts and increases, and fundraisers.
2. The secretary-treasurer oversees the committee. The committee chair and the co-chair shall be appointed by the president.
3. The committee will assign committees or task forces, as needed.
4. The members serve for one year and may serve for additional terms.
D. CONTINUING EDUCATION AND EVENTS COUNCIL
1. The responsibilities include researching and recommending potential programs, speakers, and events of interest to the members; to assist in promoting scheduled programs and events, and to explore program and events partnerships.
2. The president-elect oversees the committee. The committee chair and the co-chair shall be appointed by the president.
3. The committee will assign committees or task forces, as needed.
4. The members serve for one year and may serve for additional terms.
Chapter VI. Delegates to the Colorado Dental Association
Section 1. Composition and Election:
The delegates representing the CSDS to the Colorado Dental Association shall consist of members elected by the membership at the annual session or by the official mail-in ballot, and the number shall correspond to the number established by the CDA according to the number of members in the CSDS as of December 31 of the preceding year.
Section 2. Qualifications and terms:
A. A delegate must be an active or a retired member in good standing of the CSDS. Should the status of any delegate change in respect to the preceding qualifications, then that delegate ship shall be declared vacant.
B. The CDA trustee shall serve as the chair of the delegation.
C. The president, the president-elect, and the secretary-treasurer shall serve as delegates with the remaining positions open to the membership, including board directors. The delegates may be paid a stipend of $100.00 for each full day’s attendance at the House of Delegates.
D. Delegates are elected for a term of one year.
Section 3. Nominations:
Candidates for delegates and alternate delegates to the CDA House of Delegates shall be approved by the Board of Directors.
Section 4. Vacancies:
When a delegate position becomes available, the trustee and the executive director shall fill that position from the membership.
Chapter VII. Removal from Office
The president in consultation with the Board of Directors can remove from office any committee member, excluding those holding elected positions.
Only by vote of the membership at the annual business meeting or through an official mail-in or electronic ballot can an elected officer be removed from office. This will require a two-thirds majority vote of the membership in attendance or of the ballots received. Reasons shall include breach of duties and lack of meeting attendance. Realizing that a quorum is needed to conduct CSDS business, board members are expected to attend board meetings. If any officer or director or committee member absents himself or herself from three regular meetings without good and sufficient cause, his or her office may be declared vacant; and his or her successor shall be appointed.
Committee members and elected officers may request to remove themselves from their appointments due to family or business obligations, poor health, and insufficient time to fulfill the obligations.
Only the Board of Directors can remove the executive director from office.
Chapter VIII. Order of Business and Authority
Section 1. Order of Business:
A. The order of business at the membership meetings shall be arranged by the president and the executive director.
B. The order of business at the Board of Directors meetings shall be arranged by the president and the executive director.
C. The order of business at the annual business meeting shall be arranged by the president and the executive director.
Section 2: Voting privileges
A. Active and retired members shall have the right to vote.
B. Every active member and retired member present at meetings shall have the opportunity to vote.
C. The current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern the deliberations of the CSDS in all cases in which they are applicable and not in conflict with these bylaws.
Chapter IX. Amendments
All proposed changes of amendments to these bylaws shall be in writing and shall be presented to the membership through a mailing or electronically. All proposed changes shall be voted upon at the next regular meeting and can be adopted by a two-thirds affirmative vote of the members present.
The Board of Directors, the executive director, and/or the membership of the CSDS may initiate proposed changes to the amendments.
Chapter X. Indemnification of persons in official positions within the Colorado Springs Dental Society.
The CSDS shall indemnify and hold harmless each person holding an official position with the Society, now or hereafter serving the Society, from and against any and all claims and liabilities to which s/he may be or become subject by reason of now or in the future holding or having previously held an official position within the Society and/or by reason of alleged acts or omissions as aforesaid, shall reimburse each person holding an official position with the Society for all legal and other expenses reasonably incurred in connection with defending against any such claims or liabilities, provided, however, that no such person holding an official position shall be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of his/her own negligence or willful misconduct. The foregoing rights of persons holding an official position with the Association shall not be exclusive of other rights to which they may be entitled.
Chapter XI. Finances
Section 1. Fiscal year
The fiscal year of this Society shall commence on June 1 and end on May 31 of the following year.
Section 2. Operating Fund
The operating fund shall consist of all monies received other than those specifically allocated to others by these Bylaws.
Section 3. Other Funds
At the direction of the Board of Directors, the Society may establish other funds for activities and programs requiring separate accounting records to meet governmental and administrative requirements. Such funds shall be used for defraying all expenses incurred in their operation, shall serve only as separate accounting entities, and shall continue to be held in the name of the Colorado Springs Dental Society as divisions of the Operating Fund.
Section 4. Special Funds
At the direction of the Board of Directors, the CSDS may establish other funds, with monies coming from grants, wills, or bequests. The control, the maintenance, and the expenditures of these funds will be the duty of the appropriate committee or task force.
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