RESTATED BYLAWS OF
THE OREGON STATE
SOCIETY OF ORTHODONTISTS
Effective May __, 2015
ARTICLE I – NAME
The name of this organization shall be the Oregon State Society of Orthodontists, hereinafter referred to as “the Society” or “this Society”. This Society is a component of the Pacific Coast Society of Orthodontists, hereinafter referred to as “the PCSO” which is recognized as a constituent organization of the American Association of Orthodontists, hereinafter referred to as “the AAO”.
ARTICLE II – PURPOSE
The purpose of this Society, consistent with the purposes of the AAO, shall be to:
A. Advance the art, research, and science of orthodontics;
B. Encourage and support orthodontic research;
C. Strive for and maintain the highest standards of excellence in orthodontic education and practice;
D. Make significant contributions to the health of the public; and
E. Serve its members.
ARTICLE III – MEMBERSHIP
A. Eligibility. Membership in this Society shall be available to all members of the AAO and the PCSO who practice in the State of Oregon.
B. Honorary Member. To be an honorary member of this Society an individual shall have made outstanding contributions to the advancement of the art and science of orthodontics and shall be nominated by the Board.
C. Privileges. Except as set forth elsewhere in these Bylaws and policy statements of this Society, all members shall be entitled to all services and privileges as may be provided by this Society. Only members in good standing shall be eligible to seek or hold office or other elective or appointive position in this Society, or to vote or otherwise participate in the selection of Society officials or the establishment of Society policies.
D. Dues and Assessments.
1. Payment. All dues, application fees, and assessments shall be payable in U.S. currency. All dues shall be due and payable on August 1st of each year. Members failing to pay their annual dues and assessments shall forfeit their membership as provided in these Bylaws.
2. Annual Dues. The annual dues and assessments for members of this Society shall be determined by a three-fourths vote of the Board of Directors.
3. Waiver. A member who has suffered severe financial hardship due to catastrophe or illness and has been approved by the Board of Directors may be exempt from payment of the current year’s dues.
4. Non-Payment of Dues and Assessments. On November 1st of each year, the Secretary-Treasurer of this Society shall cause to be terminated the membership of those individuals whose dues or assessments for the current year have not been received. Provided that such action is taken within three years of the date of termination, an individual whose membership has been terminated in accordance with this section may gain reinstatement by paying all back dues and assessments, as well as all current dues and assessments.
E. Application, Election to Membership and Re-Application.
1. Application. Application for membership shall be made on the form prescribed by the AAO. In considering applications, this Society shall follow the application and appeal procedures adopted by the AAO and the PCSO.
2. Nondiscrimination. Nothing contained in the Bylaws of this Society shall operate against eligibility for membership in this Society on the grounds of color, religion, race, gender, age, national origin, political affiliation, or physical disability.
3. Re-application. Any applicant for membership whose application is denied may reapply one year following the date on which said rejection becomes final. Should this second application be denied, said applicant may file a final re-application two years after the date on which the rejection of the second application becomes final. Each such re-application shall be considered as an initial application.
4. Denial of Membership. Nothing herein contained shall prevent this Society from denying membership, in its discretion to any person who would not, through their membership, contribute to the general welfare of the public, good of the profession, or the reputation of this Society.
ARTICLE IV – BOARD OF DIRECTORS
A. Composition. The Board of Directors shall consist of six members: The four officers (the President, President-Elect, Secretary-Treasurer, and Immediate Past President,) one elected Board Member at large, and the PCSO Director. These six members shall constitute the voting membership of the Board.
B. Qualifications. A Director shall be a member in good standing of this Society. Should the status of any Director change in regard to the preceding qualification during their term of office, that office shall be declared vacant and such vacancy shall be filled as hereinafter provided.
C. Nomination and Election. A Director shall be nominated and elected by the Society’s membership at its annual meeting, and shall serve until successor Directors are duly elected. The Secretary-Treasurer of the Society shall promptly report the election of such Directors to the Secretary of the PCSO.
D. Term of Office. The term of office of a Director shall be two years. The consecutive tenure of a Director shall be limited to eight years.
E. Vacancy and Absence. In the event of a vacancy in the office of Director, such vacancy shall be filled in accordance with the provisions of these Bylaws.
F. Officers. The Officers of the Board of Directors shall be the President, President-Elect, Secretary-Treasurer, and the Immediate Past President. In the absence of the President, the President-Elect shall fill the office of Chair and, in the President-Elect’s absence, the Secretary-Treasurer shall fill the office of Chair and, in the absence of the Secretary-Treasurer, the board member at large shall fill the office of Chair.
G. PCSO Director. The PCSO Director shall serve on the Board of Directors of the Pacific Coast Society of Orthodontists. The PCSO Director shall represent the Oregon State Society of Orthodontists in all matters that may come before the Board of Directors of the Pacific Coast Society of Orthodontists. Reports shall be made in writing to the Oregon State Society of Orthodontists as necessary, but no less than once a year at the annual general meeting. The PCSO Director shall serve for six years or until their successor is elected and installed. A vacancy in the office of PCSO Director shall be temporarily filled by the majority vote of the Board of Directors and a new PCSO Director will be elected at the next annual general meeting. In the event a PCSO Director is to be absent for an entire session of a Pacific Coast Society or Orthodontists Board of Directors meeting, the PCSO Director will name a substitute Director, who meets the President’s approval, to serve during such sessions.
H. Powers and Duties.
1. Powers. The Board of Directors shall be the managing body of the Society, vested with full power to conduct all business of the Society, subject to the laws of the State of Oregon, the Articles of Incorporation and these Bylaws. The Board of Directors shall have the power to:
a) Establish rules and regulations not inconsistent with these Bylaws to govern its organization and procedure.
b) Direct the President to call a special meeting of the membership as provided by these Bylaws.
c) Exercise full discretion in effecting publication in, or omission from, any official publication of the Society, in whole or part.
d) Establish an Executive Committee composed of three members: The President, President Elect, and Secretary-Treasurer. The Executive Committee shall have the power to act for the full Board of Directors in the interim between sessions of the Board, and it shall report such actions to the Board at its next meeting.
e) Employ an Executive Director.
f) Appoint consultants whenever necessary.
g) Nominate honorary members.
2. Duties. It shall be the duty of the Board of Directors to:
a) Provide for the maintenance and supervision of all of the real and personal property owned or operated by the Society.
b) Determine the time and place for convening each annual business meeting of the Society and to provide the management and general arrangements for such meetings.
c) Prepare a budget for carrying on the activities of this Society for each ensuing fiscal year.
d) Perform such other duties as may be prescribed by these Bylaws.
1. Regular Meetings. This Society shall hold a general business session annually. The Board of Directors shall determine the time and place of meetings. The Board of Directors shall meet during the annual session of the Society and at the call of the President.
2. Special Meetings. The members of the Board of Directors may participate in and act at a meeting of the Board of Directors called by the Chair on matters of the Society requiring immediate attention through the use of conferences via telephone and other communications equipment. These meetings shall be recorded and made a part of the action of the Board of Directors.
3. Quorum. Four of the voting members of the Board of Directors shall constitute a quorum.
J. Mail Vote. Through the use of unanimous written consent, the Board of Directors or any committee of the Board of Directors may take any action without convening a meeting. The consent to the action taken must be in writing, must set forth the action so taken, and must be executed by each member of the Board of Directors or the committee taking action.
ARTICLE V – OFFICERS
A. Title. The officers of this Society shall be the President, President-Elect, Immediate Past President, and Secretary-Treasurer.
B. Qualifications. Only an active member in good standing of this Society shall be eligible to serve as an officer.
C. Nominations and Elections. Election of officers shall take place at a regular meeting of this Society and shall be by secret ballot if more than one candidate is nominated for any office. Officers are elected by a majority of the members present and voting. In the event no candidate receives a majority on the first ballot, the two candidates receiving the greatest number of votes shall be balloted on again.
D. Term of Office and Installation. Officers shall be installed and take office at the completion of the annual general meeting. Once elected, an officer shall serve for one year as a board member at large, and then successively for one year as Secretary-Treasurer, one year as President-Elect, one year as President, and then one year as Immediate Past President. Officers shall remain in their office until their term expires or until their successors are elected and installed, whichever transpires first.
E. Vacancies. In the event the office of President becomes vacant the President-Elect shall become President for the unexpired portion of the term. A vacancy in the office of President-Elect shall be filled by the Secretary-Treasurer for the unexpired portion of the term, and a vacancy in the office of the Secretary-Treasurer shall be filled by the board member at large for the unexpired portion of the term.
F. Duties of Officers.
1. President. The President shall preside at all meetings of the Board of Directors. The President shall appoint all committees not otherwise provided for, and fill all vacancies occurring therein. The President shall be an advisory member of any committees. The President shall vote only in case of a tie.
2. President-Elect. The President-Elect shall assist the President in the performance of their duties, and serve during the absence of the President or in case of a forced vacancy. The President-Elect shall be a member ex Officio (without vote) of any committee.
3. Secretary-Treasurer. The Secretary-Treasurer shall:
a) Keep the records, securities, and funds of the organization and Board of Directors,
b) Have the books audited at the close of the fiscal year,
c) Keep a current roster of members, including their full name and address,
d) Transmit to the Secretary of the Pacific Coast Society of Orthodontists and the Oregon State Dental Association, the names of newly elected officers.
e) Keep attendance records and minutes of each meeting of this Society and of the Board of Directors and send promptly a copy of the minutes to the Secretary of the Pacific Coast Society of Orthodontists and of this Society and to the members of the Board of Directors.
f) Notify the membership at least four weeks prior to the regular meetings of the anticipated program.
g) Conduct the correspondence of this Society and keep copies of all official letters and answers to the same.
h) At the expiration of their term of office, they shall deliver to their successor all the effects of the Society in their possession.
4. Immediate Past President. The Immediate Past President shall assist the officers, as needed, in the performance of the respective officers’ duties.
ARTICLE VI – COMMITTEES
The membership or the Board of Directors may create committees for the purpose of performing duties not otherwise assigned by these Bylaws. The authority for the appointment of members of a committee and their numbers shall be set forth in the resolution creating such committee.
ARTICLE VII – RESIGNATION & REMOVAL
A. Resignation. Any elected official may resign at any time by giving written notification to the President or the Secretary-Treasurer of this Society. Such resignation shall take effect at the time specified therein, or immediately, if no time is specified.
B. Removal. Any elected official representing the Society may be removed for cause at any time by the Board of Directors by a two-thirds vote of the legal votes cast, with the President casting a ballot on this issue provided they are not the subject of the removal proceedings. The member being voted upon shall be prohibited from voting on the issue. This decision may be appealed to the membership, and if so appealed, shall be considered at the next duly scheduled meeting of the membership. A two-thirds vote of the legal votes cast by the membership shall be required to reverse the action taken by the Board of Directors.
ARTICLE VIII – SCIENTIFIC SESSIONS
A. Purpose. The scientific sessions of this Society are established to foster the presentation and discussion of subjects pertaining to the improvement of the health of the public and the art and science of orthodontics.
B. Time and Place. The Society shall hold a session annually at a time and place selected by the Board of Directors. The Board of Directors shall have the power to change the time and place of the annual session, or to cancel same in the event of extraordinary emergency.
C. Management and General Arrangements. The President-Elect shall be responsible for conducting the scientific sessions. For this purpose, the Board may establish committees as required.
D. Trade Exhibits. Products or services may be exhibited at scientific sessions at the discretion of the Board of Directors, and in accordance with rules and regulations established by the Board.
E. Admission. Admission to meetings of scientific sessions shall be open to all members in good standing of the AAO and other orthodontic societies recognized in their countries. No member shall attend any meeting of this Society or take part in the proceedings until they have registered with the Secretary-Treasurer and secured their official badge. Such badges shall be issued upon presentation of evidence of membership and payment of the fees, if any, for the meeting. Students in a bona fide orthodontic course and applicants for associate membership may be invited by any member to attend the scientific sessions of this Society upon payment of such fees, as the Board of Directors shall determine. Any other guest must apply to the Board of Directors of the Oregon State Society of Orthodontists 30 days prior to a meeting.
ARTICLE IX – FINANCES
A. Fiscal Year. The fiscal year of this Society shall begin July 1st of each calendar year and end June 30th of the following calendar year.
B. General Fund. The General Fund shall consist of all monies received other than those specifically allocated to other funds by these Bylaws. This fund shall be used to meet all expenses incurred by this Society not otherwise provided for in these Bylaws. The General Fund may be divided into operating and reserve divisions at the discretion of the Board of Directors.
C. Budget Preparation and Adoption. The proposed budget for each ensuing fiscal year shall be prepared by the Board of Directors and submitted to the membership for adoption.
D. Auditing of Accounts. All accounts of this Society shall be audited by an independent certified public accountant at least annually, and a report of such audit shall be submitted to the Board of Directors.
E. Surety Bond for Officers and Employees. At the expense of the Society, all officers and employees of the Society entrusted with Society funds shall be bonded by a surety company in an amount prescribed by the Board of Directors.
ARTICLE X – INDEMNIFICATION & WAIVER
A. Officers and Directors. The Society shall indemnify and hold harmless each director, officer, employee, and member of the councils or committees heretofore, now, and hereafter, serving the Society from and against any and all claims and liabilities to which they may be or become subject by reason their now or hereafter being, or having heretofore been, a director, officer, employee, or member of council or committee aforesaid, and shall reimburse each director, officer, employee and member of the councils and committees of the Society for all legal and other expenses reasonably incurred in connection with defending against any such claims or liabilities, provided, however, that no director, officer, or employee or member of a council or committee shall be indemnified against, or be reimbursed for, any expenses incurred in defending against any claim or liability arising out of their own negligence or willful misconduct. The foregoing rights of directors, officers, employees, and members of councils or committees shall not be exclusive of the other rights to which they may be entitled lawfully.
B. Waiver by Applicant. Every applicant for membership by virtue of submitting an application agrees to and does waive the right to hold this Society, or any member thereof, responsible for any damage, pecuniary or otherwise, in case of refusal of this Society to accept them for membership.
C. Waiver by Member. Every member agrees to and does hereby waive the right to hold this Society responsible for any damage, pecuniary or otherwise, in case of their censure, suspension, expulsion, or in the event of automatic termination of membership, or by confirmation of verdict and penalty issuing from the Pacific Coast Society of Orthodontists of the American Association of Orthodontists; and, every member does waive, release and relinquish any right they may have, now or in the future, to sue any of the above listed Societies in law or equity, for any damages, pecuniary or otherwise, resulting from reprimand, censure, suspension, expulsion from and of said Societies.
ARTICLE XI – PARLIAMENTARY AUTHORITY
The current edition of Sturgis, Standard Code of Parliamentary Procedures, shall govern this organization in all parliamentary situations that are not provided for in the law or in this Society’s corporate charter, Bylaws, or adopted rules.
ARTICLE XII – AMENDMENTS
A. Procedure. These Bylaws may be amended at any session of the membership by a three-fourths vote of the legal votes cast, provided the proposed amendment shall have been (i) presented in writing and read at a previous session or (ii) presented to the membership 30 days prior to the annual general meeting by posting on the OSSO website with corresponding notice to members via electronic communication or a postcard in the United States mail.
B. Amendment Relating to Dues. An amendment to these Bylaws effecting a change in the dues of members shall require a three-fourths vote of the legal votes cast of the membership.
ARTICLE XIII – PRINCIPLES OF ETHICS
The professional conduct of a member of this Society shall be governed by the Principles of Ethics and Code of Professional Conduct of the AAO. In the event there is any inconsistency between these Bylaws and the AAO Bylaws, the AAO Bylaws shall, to the extent permitted by applicable law, control.
ARTICLE XIV – SEAL
The corporate seal shall be recognized as official within this Society. This shall be employed as an evidence of incorporation on any official document requiring such evidence and shall be used only at the direction of the Board of Directors.