CONSTITUTION AND BYLAWS **
Article I NAME
The objectives of the ASSOCIATED FERRIER STUDY CLUBS are to enable coordination of effort and maintain communication among dental study groups and individuals in the area that follow the ideals of Dr. Walden I. Ferrier, the Seattle Dental Study Club, and their students. Our goal is to improve the quality of dental health service through more effective and increased use of gold foil, and other direct filling golds, as a dental restorative medium.
Section 1. This
Association is organized exclusively for educational and scientific purposes as
provided under section 501(c)(3) of the Internal Revenue Code of the
Section 2. The Association is an unincorporated, not-for-profit organization. It was formed in 1930, and shall continue until terminated by the agreement of two-thirds (2/3) of the eligible voting members present and voting at the annual business meeting or any specially called business meeting.
Section 3. There shall be no monetary gain to any of the officers or members of the Association in the performance of their duties for the Association.
Section 4. If this Association shall be dissolved at any time, no part of its funds or property shall be distributed to or among its members but, after paying all indebtedness of the Association, its surplus funds and property shall be disposed of exclusively for the purposes of the Association or to such organization or organizations as are operated exclusively for dental educational or scientific purposes as shall qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as the Board of Trustees shall determine.
**May 2000 Revision
Section 5. The records of the Association shall be located in the place so designated by the Bylaws of this Association.
Section 1. The Association is composed of individuals whose qualifications for membership are as established in Chapter I of the Bylaws.
Section 2. An organized group of licensed dentists may apply in writing for Board approval to become an Affiliated Study Club of this Association. By this act of association they would become members of the Association and their club must have as one of its objectives, a strong affirmative interest in direct gold fillings.
An Affiliated Study Club may be represented on the Board of this Association. Its representatives will serve as appointed officers of this Association. (Article VI Section 2.) Representation on the Board, and Affiliated Study Club status, will be discontinued upon written notice of resignation to the Board of this Association. Violation of this Constitution and Bylaws or of Association rules will, by Board action, result in forfeiture of Board representation and Affiliated Study Club status.
At the time of this revision of the Bylaws and upon written application, an Active Operating Component Club of the Associated Ferrier Study Clubs may become a Charter Affiliated Study Club of this Association.
Section 3. The resignation or death of members, or their forfeiture of, or expulsion from, membership shall not dissolve the Association. Nor shall such members, their estate or legal representative have any right or title to, or interest in, any real or personal property owned by the Association.
Section 2. The administrative body of the Association shall be the Board of Trustees, as provided in CHAPTER III of the Bylaws. Hereinafter the Board of Trustees may be referred to as “the Board”.
Article VI OFFICERS
Section 1. The elected officers of the Association shall be the President, President-elect, Immediate Past President, Secretary-Treasurer and three Trustees-at-large who shall be elected as provided in CHAPTER IV of the Bylaws.
Section 2. The appointed officers of the Association shall be the two appointed representatives (preferably the President and the Secretary) of each Affiliated Study Club. These representatives must be members of this Association with rights and privileges as described in CHAPTER I Section 1 B. 1 of the Bylaws.
Section 3. All elected and appointed officers shall be eligible voting members as defined in CHAPTER I Section 1 B of the Bylaws.
Article VII MEETINGS
Section 1. There shall be an annual meeting of the Association at a time and place determined by the Board and according to CHAPTER VII Section 1. of the Bylaws. Hereinafter this meeting of the Association is referred to as “the Annual Meeting”.
Section 2. Special meetings of the Association may be called by the President upon the written request of three members of the Board.
Section 3. The Board of Trustees shall meet according to CHAPTER VII, Section 5 of the Bylaws.
Article VIII AMENDMENTS
Section 1. This Constitution may be repealed, altered, or amended at the Annual Meeting of the Association on recommendation of the Board and on a two-thirds (2/3) affirmative vote of the eligible voting members present and voting, provided that the proposed amendment has been submitted in writing to the members entitled to vote, at least 60 days prior to the date on which the vote is taken.
Section 2. This Constitution may also be repealed, altered or amended at the Annual Meeting of the Association on a two-thirds (2/3) affirmative vote of the eligible members present and voting, provided that the proposed amendment was submitted in writing to the members, at the preceding Annual Meeting of the Association.
CHAPTER I MEMBERSHIP
Section 1. Membership in this Association shall be classified as:
A. Qualifications for Membership
1) Previous Membership status
All members of the Associated Ferrier Study Clubs, in good standing at the time of this Bylaws revision (May 2000) shall continue with the same membership classification, until eligible for change under these
2) Active Membership
An Active Member is an Associate member in good standing who has maintained his/her membership in this Association for at least twelve consecutive months and who has applied for and has been elected into Active membership in this Association by an affirmative vote of the eligible voting members at an Annual Meeting.
3) Associate Membership
An Associate Member is a licensed dentist, graduate or undergraduate dental student who has been elected to Associate membership in this Association by an affirmative vote of the eligible voting members at an Annual Meeting subsequent to the Secretary receiving a completed written application, including the endorsement of two Active or Life members of the Association and a statement from them that the applicant has completed successfully at least two direct gold filling restorations in their presence, and approval of the application by the Board.
4) Honorary Membership
A person who has made an outstanding contribution to operative dentistry or rendered an important service to the Association is eligible for Honorary membership . Honorary membership shall not withdraw the rights and privileges of an Active or Life member in good standing. Nomination for honorary membership shall be made in writing to the Secretary by two Active or Life members. The nomination shall be confirmed upon a favorable recommendation by the Board and an affirmative vote of the eligible voting members present and voting at an Annual Meeting.
5) Life Membership
An individual who has been an Active member, in good standing, for a minimum of ten (10) years, and has either retired from the practice and teaching of operative dentistry or has attained the age of 65 years, upon written application to the Secretary, may be classified a life member upon the favorable majority vote of the Board.
6) Past Active Membership
An individual who has been an Active member, in good standing, for a minimum of five (5) years, but who is no longer engaged in study club activity, upon written application to the Secretary, may be classified a Past Active member by the favorable majority vote of the Board.
B. Rights and Privileges
1) Active and Life members in good standing shall have the rights and privileges of the Association, including the right to vote, to make nominations, and to hold office. Honorary membership shall not withdraw the rights and privileges of an Active or Life member in good standing.
2) Associate members in good standing shall have all the rights and privileges of the Association, except that of voting and of being Elected or Appointed Officer of the Association.
3) Honorary and Past Active members shall have all the rights and privileges of the Association, except the right to vote, to make nominations, and of being an Elected or Appointed Officer. (See CHAPTER I B.1)
C. Status of Membership
1) Members remain members until they have resigned or until forfeiture of membership has been declared by the Board. A member is in good standing when his dues are not delinquent and his dues are paid up to and including the current year. A member who is not in good standing shall not be entitled to any of the rights and privileges of the Association.
2) Forfeiture of Membership
Membership in the Association shall be Forfeited for violating the rules of the Association, for malpractice or gross misconduct, or the non – payment of dues or assessments.
The Board shall declare the forfeiture of membership after the member has been informed of the violation and reasonable opportunity has been given to present evidence that the violation did not occur or to correct the condition.
Former members may be reinstated to membership upon a request in writing to the Secretary, approval by the Board and payment of dues for the present year and for the year in which they resigned or became inactive.
CHAPTER II OFFICERS
Section 1. The officers of the Association are described in Article VI of the Constitution. They are Elected and Appointed.
A. The Elected Officers of the Association shall be the President, President-elect, Immediate Past President, Secretary-Treasure, and three or more Trustees-at-large.
1) Duties of the Elected Officers
The President shall preside at all meetings of the Association.
The President shall serve as chairperson of the Board. The President shall be an ex-officio member of all committees except the Nominating Committee.
The President shall appoint committee chairmen, except those to be elected by the committee members.
The President shall have general supervision of the work of all committees.
In the event that the office of any Elected Officer becomes vacant before the expiration of the elected term, the President shall appoint a successor for the unexpired term.
In the event that the office of any Appointed Officer becomes vacant before the expiration of the appointment, the President shall appoint as successor, for the unexpired term, the individual designated by the Affiliated Study Club from which the vacancy occurred.
The President shall call special meetings as prescribed in the Bylaws. (CHAPTER VII, SECTION 4). The President shall have the privilege of casting the deciding vote in case of a tie in meetings of the Association and the Board.
The President shall perform such other duties as usually pertain to the office.
The President shall assure that an Historian is named each year who will maintain all inactive records of this Association in an accessible and organized manner. The Historian shall also function as the Custodian of this Association. No records or accounts will be discarded of destroyed without the approval of the Board. It is intended that a member once named as Historian will continue in this position as long as satisfactory performance is evident to the Board.
The President-elect shall assume the duties of the President in the absence or disability of the President and shall succeed to the office of President in the case of vacancy.
The President-elect shall serve as an elected member of the Board.
The President-elect shall be an assistant to the President.
The President-elect shall be installed as President, without further election, at the installation of officers the next following year.
c) Immediate Past Presidents
The Immediate Past President shall serve as an advisor to the officers.
The Immediate Past President shall serve as an appointed officer of the Board.
The Immediate Past President shall serve the balance of the term of the President in the event the offices of both President and President-elect become vacant.
The Secretary-Treasurer shall attend and keep records of all meetings of the Association and the Board. This duty does not include meetings of the committees.
The Secretary-Treasurer shall serve as an elected member of the Board.
The Secretary-Treasurer shall have charge of all current correspondence to the Association.
The Secretary-Treasurer shall file with the proper authorities any reports required by the government.
The Secretary-Treasurer shall provide receive and coordinate all requests for special courses to be sponsored by the Association, and transmit them to the Board.
The Secretary-Treasurer shall provide each Board member with a copy of proceedings and recorded minutes of each Board meeting.
The Secretary-Treasurer shall supervise written or mail ballots taken by the Association and the Board.
The Secretary-Treasurer shall notify applicants and nominees to membership of the results of their application or nomination.
The Secretary-Treasurer shall have charge of printing the program for the Annual Meeting. The program will list each Affiliated Study Club and each member in good standing.
The Secretary-Treasurer shall secure from each Affiliated Study Club a current roster of its members to be included in the program of the Annual Meeting of the Association.
The Secretary-Treasurer shall maintain a roster of members and their classification.
The Secretary-Treasurer shall notify each member of scheduled meetings and of dues payable.
The Secretary-Treasurer shall keep a record of payment of dues and assessments, and shall notify the Board regarding members who are delinquent in payments.
The Secretary-Treasurer shall keep current records of all receipts and disbursements of this Association, pay promptly all President-approved accounts and transfer to the Historian/Custodian all inactive records at the close of the year.
The Secretary-Treasurer shall present a report of the financial affairs of the Association at each Annual Meeting and at such other times as the Board may direct.
The Secretary-Treasurer shall provide the Finance committee with pertinent information, including reports of past finance committees, in sufficient time so the committee can serve effectively in advising the Board in respect to financial affairs of the Association.
The Secretary-Treasurer shall provide the Finance committee with the financial records of the Association so that the audit may be made in time for the Annual financial report to the Board and the Association.
The incumbent Secretary-Treasurer shall transfer to a newly elected Secretary-Treasurer, within thirty days of the election, all funds and records belonging to the Association.
Together with other Board members, carry out administrative duties of this Association that may be required between Annual or Special Meetings.
Represent the general membership in administrative maters that are presented before the Board.
B. The Appointed Officers of the Association shall be the two representatives of each
Affiliated Study Club.
Together with the Board members the Appointed Officers will carry out the administrative duties of this Association that may be required between Annual or Special Meetings.
CHAPTER III BOARD OF TRUSTEES
Section 1. Administration of the affairs of this Association shall be by the Board.
A. The Board is composed of the Elected and Appointed Officers of the Association as defined in Article VI of the Constitution.
B. When the Board is not in session the business of the Association shall be conducted by the Elected Officers of the Association, subject to approval by the Board.
ELECTION AND THE APPOINTMENT OF OFFICERS
Section 1. Election of officers shall be held at the Annual Meeting of the Association, at which time there shall be elected the President-elect to serve for one year, the Secretary-Treasurer to serve two years and three Trustees-at-large.
Generally, the President-elect will be elected to assure a regular rotation through each Affiliated Study Club. However it is not mandatory that the President-elect must be a member of an Affiliated Study Club.
twenty eligible voting members of the Association that are not also
members of an Affiliated Study Club will be represented on the board by one
Trustee-at-large. A Maximum of three can be elected and a Trustee-at-large will
not be a member of an Affiliated Study Club. When two or more
Trustees-at-large are needed there will be at least one from
The terms of office for the Trustees-at-large elected the first year will be arranged as follows to provide a orderly rotation:
If one Trustee-at-large is to be elected, the term will be three years. If two Trustees-at-large are to be elected, one Trustee will be elected for three years and one Trustee for two years. Up to the maximum of three, any additional Trustees elected will serve for a term that is one year different from the terms of Trustees-at-large presently serving.
If three Trustees are to be elected, one Trustee will be elected for three years and one Trustee for two years and one Trustee for one year.
After a maximum of three Trustees-at-large have been elected a new Trustee-at-large will be elected each year for a three year term to place the vacancy created.
The retiring President-elect shall automatically become President for the ensuing year. The retiring President shall automatically become the Immediate Past President for the ensuing year.
Section 2. Nomination for elected offices shall be announced at the time of official notice of the Annual Meeting and shall be reported by the Nominating Committee at the Yearly Meeting of the Board.
Nominations may be made also by an eligible voting member, provided such nominations are made in writing, endorsed by two other eligible voting members and received by the Secretary-Treasurer at least one week in advance of the election.
Section 3. Election of officers shall be by written ballot if requested by any single eligible voting member present. Otherwise it may be by acclamation. The candidate receiving the majority of votes shall be declared elected. The candidate receiving the majority of votes shall be declared elected. The installation ceremony shall be the last order of business of the Annual Meeting.
Section 4. All newly elected officers shall assume office at the time of installation. A continuing Secretary-Treasurer shall continue in office. A new Secretary-Treasurer shall assume office 30 days after the election. All funds and active records shall be audited and transferred within 30 days of the election to the new Secretary-Treasurer.
Section 5. Each Affiliated Study Club will submit the names of its representatives ( see Article VI Section 2. ) to the Nominating Committee prior to the Yearly Board Meeting. The President at the Annual Meeting will name these members as the Appointed Officers of the Association. These appointed officers shall assume their respective office 30 days after the election.
Section 6. Vacated offices
A. In the event the office of President-elect becomes vacant the Association shall, at its next Annual Meeting, elect a President to serve the term of office which the President-elect would have served as President. The President so elected shall be installed at the same session at which the election is held.
B. In the event the offices of both President and President-elect become vacant the Immediate Past President shall serve the balance of the term of the President. The vacancies shall be filled by election at the next Annual Meeting of the Association.
CHAPTER V COMMITTEES
Section 1. There shall be the following standing committees:
A. The President-elect shall identify all committee appointments prior to the Annual meeting and these appointments shall become effective at the time of the installation of officers.
B. Other committees may be appointed by the President, subject to the approval of the Board based upon existing requirements of the Association.
C. A majority of the members of any committee shall constitute a quorum for the transaction of business, except where specific provisions otherwise are noted herein.
D. The chairperson of each committee shall submit a written report at the Yearly Meeting of the Board or at the request of the President.
E. Any vacancy in the membership of a standing or special committee shall be filled by the President or the President’s appointee for the unexpired term.
F. All committee appointments existing at the time of this Bylaws revision will complete their tenure.
Section 2. Program Committee
A. The President shall appoint a committee, and name its chair-person, to arrange the program for the Annual Meeting.
B. The committee shall plan the program of the Annual Meeting and shall make arrangements for the facilities for the clinical session, the recreational program, the banquet, and the business meeting.
C. The committee shall work with the Board and keep it informed of its plans and commitments in respect to the Annual Meeting.
Section 3. Mentors Committee
A. The Mentors Committee shall be composed of six active or retired mentors or assistant mentors of courses in direct gold filling. Initially the tenure of the mentors will be two mentors for three years, two mentors for two years and two mentors for one year. Each year thereafter the President shall appoint two mentors to the committee for a three-year term. The President shall name the chairperson.
B. The duties of the Mentors Committee shall be to act as an advisory body regarding courses of instruction, course content and instructors of courses.
C. Mentors are defined as the mentors or retired mentors of the Associated Ferrier Study Clubs. Assistant Mentors are defined as instructors of the post graduate courses in direct gold fillings or assistant mentors of Associated Ferrier Study Clubs.
Section 4. Finance Committee
A. The finance committee shall be composed of three eligible voting members, appointed by the President, with approval of the Board. Initially the term of appointment of the members will be one member for three years, one member for two years and one member for one year. Each year thereafter the new President, with approval of the Board, shall appoint one new member to the committee for a three year term.
B. The chairperson of the original committee shall be the three-year appointee. Thereafter, the member with one year of the three-year term remaining shall be chairperson.
C. The committee shall serve as financial advisor to the Board in respect to an annual budget, funds at the Board’s disposal, financial management of projects, and requests for extraordinary expenditures by the Association.
D. The Finance committee shall make a report on the financial status of the Association to the meeting of the Board immediately preceding the Annual Meeting. The committee shall submit an audit each year at the Autumn Meeting, or upon special request by the Board.
Section 5. Nominating Committee
A. The Nominating Committee shall be composed of three eligible voting members appointed by the President, with the approval of the Board. At the committee’s conception, its first appointed members will be one member for three years, one member for two years and one member for one year. Each year thereafter the President shall appoint a new member for a three-year term, to replace the retiring member.
B. The chairperson of the original committee shall be the three-year appointee. Thereafter, the member with one year of the three-year term remaining shall be chairperson.
C. The duties of the Nominating
Committee shall be to prepare a slate of nominees for election to office. The
consent of proposed nominees shall be secured before the slate is presented.
Every third year, to coincide with the Annual Meeting held in
D. The Committee shall report its slate of nominees to the Secretary to include in the official notice of the Annual Meeting and to the Board. at its Yearly Meeting immediately preceding the Annual Meeting. It shall present the slate at the Annual Meeting for action by the membership.
Section 6. Illness and Necrology Committee
A.The Illness and Necrology committee shall be composed of three members, appointed by the President; the President shall designate the chairperson. The members shall be representative of the geographic areas encompassed by the general membership.
B. The committee shall report, at the Annual Meeting, the names of members who are in ill health or who have passed on during the year. It shall keep the Secretary up to date on such information throughout the year so that appropriate comfort can be proffered as the need arises.
CHAPTER VI DUES AND FISCAL YEAR
Section 1. Fiscal and Annual year
A. The fiscal year for this Association shall be July 1 to June 30, inclusive.
B. The period of annual membership shall be from January 1 to December 31, inclusive.
Section 2. Dues
A. The annual dues for members of the Association shall be proposed by the Board at the Autumn Meeting with the advise of the Finance Committee, and then submitted to the membership at the Annual Meeting for ratification. An affirmative vote of the eligible voting members present and voting will determine the dues for the ensuing year.
B. Dues are payable on or before January 1 of each year, to the Secretary-Treasurer of the Association.
C. A member’s first dues shall be due January 1 of the year succeeding his election to membership in this Association.
D. A member who has not paid annual dues by March 1 each year shall be delinquent.
E. Honorary, Life, and Past Active members shall be exempt from payment of dues and regular assessments other than the special assessment set by the Board to cover meeting expenses.
F. The Board may extend the time for the payment of dues and regular assessments when a member temporarily is unable to meet the obligation.
G. Subject to the provision of Section 2F. above, any member who is in arrears in payment of dues or assessments, and upon such notice as shall be determined by the Board, shall forfeit his membership in the Association.
Section 3. Assessments
A. The Board during each Autumn Meeting shall determine a per capita special assessment to cover meeting expenses, to be levied against non-dues paying members or guests, for each meeting they may attend. Notification of this special assessment shall be include in the meeting announcement sent to the members of concern.
B. Assessments may be levied on the membership when necessary to meet current expenses, provided such assessment is proposed by the Board and approved by the eligible voting members present and voting at an Annual Meeting.
Section 4. Honoraria
A. The Board may pay a suitable honorarium to a clinician, speaker or essayist who is not a member of the Association.
B. At the discretion of the Board, members of the Association may be paid an honorarium or receive waiver of fees as a speaker or essayist. Remuneration of honorarium will not be given for clinical demonstrations.
CHAPTER VII MEETINGS
Section 1. There shall be an Annual Meeting at a time and place
determined by the Board. At least one in every three meetings shall be held in
Section 2. The Secretary-Treasurer shall send to each member an official notice of the time and place of each Annual and Special Meeting of the Association, no less than thirty (30) days prior to the date of the meeting. The same notice shall be given by the Secretary-Treasurer to the Board for each of their meetings.
Section 3. As part of the Annual Meeting there shall be a clinical session, at which representatives of the Affiliated Study Clubs, selected individual members and invited guest clinicians shall present clinical demonstrations.
Section 4. Special meetings of the Association or the Board may be called by the President of upon written request to the President by three members of the Board.
Section 5. The Board shall have two scheduled meetings. The meetings will be termed Autumn and Yearly, and will be held at a place determined by the President. The Autumn Meeting will be the preliminary planning meeting for the Annual Meeting and shall be held by the last Saturday in November of the year preceding the Annual Meeting. The Yearly Meeting will be held the evening prior to the Annual Meeting.
Section 6. Quorum
A. A quorum shall be deemed to be present at any meeting of the association when ten (10) or more eligible voting members in good standing are present.
B. A quorum shall be deemed to be present at any meeting of the Board when two (2) or more of the Elected Officers and five (5) or more Appointed Officers are present.
C. A quorum shall be deemed to be present at any meeting of the Elected Officers of the Association when at least three (3) Elected Officers are present.
D. A quorum shall be deemed to be present at any committee meeting of this association when at least a majority of the members of the committee is present.
CHAPTER VIII PRINCIPLES OF ETHICS
The principles of ethics of this Association shall be the same as those of the American Dental Association and shall govern the professional conduct of the members of this Association.
CHAPTER IX PROCEDURE AT MEETINGS
Section 1. The order of business at the Annual Meeting and any special meeting of the Association, subsequent to the introduction of guests, the presentation of awards and prizes, and the message of the essayist or speaker shall be as follows:
Call to order
Reading the minutes of the previous Annual Meeting and the previous meeting of the Board.
Reports of the Secretary-Treasurer
Report of the Board
Reports of Standing and Special Committees
Election of Active members
Election of Associate
Election of Honorary members
Other new Business
Election and installation of officers
Section 2. The order of business at any meeting may be altered or suspended by a two-thirds (2/3) affirmative vote of those eligible voting members present and voting.
Section 3. Except as otherwise specifically provided herein, a majority of the eligible voting members present and voting may transact the business of the Association.
Section 4. The current edition of Robert’s Rules of Order shall govern on points not covered herein.
CHAPTER X AMENDMENTS
These Bylaws may be repealed, altered or amended at any Annual meeting of the Association by a two-thirds (2/3) affirmative vote of the eligible voting members present and voting, provided that the proposed change has been submitted in writing by the Secretary to the members entitled to vote, at least thirty (30) days prior to the meeting at which action is to be taken.
REVISED AND ADOPTED May 12, 2000