The American Society for Dental Ethics

ARTICLE I - NAME

The name of the corporation shall be American Society for Dental Ethics, Inc., and it is sometimes referred to in these Bylaws as the Society.

ARTICLE II - OFFICERS

The principal office of the Corporation shall be at Suite 303, 300 Foxcroft Avenue, Martinsburg, West Virginia 25401. The Society may also have offices at such other places within or without the State of West Virginia as the Board of Directors may from time to time determine or the business of the Society may require.

ARTICLE III - PURPOSE AND MISSION

The Society is formed exclusively for purposes for which a Society may be formed under the non-profit corporation law of the State of West Virginia, Chapter 31, Article I, et. Seq. of the West Virginia Code, and not for pecuniary profit or financial gain, including the following purposes:

To uphold high standards of integrity and honor in the dental profession;
To encourage and assist dentists and dental professionals in improving their competence so that they can better serve their clients and the public;
To foster thoughtful discussion of, encourage and provide a forum for scholarly reflection on, and stimulate and assist educational programs in the professional and ethical issues that arise in or are related to dental practice, dental education, and dental research.

The Mission of the Society is to support ethics as an integral value for the dental health care professions. The members of the Society are dedicated to the ongoing study of ethical issues and education to promote professional responsibility and conduct, thereby enhancing oral health care for those we serve.

ARTICLE IV - POLICIES

The Society is constituted so as to attract substantial support from contributions, directly or indirectly, from private individuals and public organizations and has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profit of the Society is distributable to, or inures to the benefit of, its Members, Directors or Officers except that the Society may pay reasonable salaries for services rendered in connection with the forgoing purposes.
No part of the income of the Society shall inure to the benefit of any member, trustee, director, officer of the Society, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society affecting one or more of its purposes), and no member, trustee, director, officer of the Society, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Society.
The Society shall not discriminate in fulfilling its purposes in its hiring practices or in the provision of any of its services on the basis of color, creed, ethnic origin, race, religion or sex.

ARTICLE V - MEMBERSHIP

The organization is open to all are concerned about professional and ethical issues in oral heath practice, education and

ARTICLE VI - DIRECTORS

BOARD OF DIRECTORS.
The organization's Board of Directors consists of: the President; the Vice-President/President-Elect; the Treasurer; the immediate-past-President; three (3) Members at large, the Editor and the Executive Director. The Editor and the Executive Director serve as appointed members of the board and do not vote.
NUMBER OF DIRECTORS:
There shall be seven (7) voting Directors.
ELECTION AND TERM OF DIRECTORS.
The elected Directors shall be chosen pursuant to the provisions of Article VIII of these Bylaws and shall serve for the term set forth in said Article.
QUORUM OF DIRECTORS.
Unless otherwise provided in the Certificate of Incorporation, five (5) voting Members of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.
ACTION OF THE BOARD OF DIRECTORS.
Unless otherwise required by law, or by these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each elected Director present shall have one (1) vote.
ELECTRONIC CONFERENCE.
Nothing herein shall preclude the holding of Board of Directors' meetings by telephonic or other electronic (synchronous messaging, video, telecom, etc.) means provided that all parties are able to hear/read messages from all other parties present at such distance conferencing and respond to all other parties present.
BOARD OF DIRECTORS' MEETINGS.
The Board of Directors must hold at least one annual meeting at any place previously determined by the members of Board.
EXECUTIVE COUNCIL MEETINGS.
The President shall call a meeting of the Executive Council at least twice each year, including a meeting to prepare for the required annual business meeting. Said notice shall be sent by any manner specified in these Bylaws for the sending of notice for meetings of the Board of Directors.
NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS AND ADJOURNMENT.
1. In addition an annual board meeting, special meetings of the Board of Directors may be held at such time and place as it shall from time to time determine. Meetings of the Board of Directors shall be held upon notice to the Directors and may be called by the President upon ten (10) days notice to each Director either personally, or via the Executive Director through mail/electronic mail; or shall be called by the President or via the Executive Director in a like manner on written request of three (3) Directors. Notice of any meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or that attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.
2. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors that were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
ACTION OF BOARD OF DIRECTORS WITHOUT A MEETING.
Any actions that may be taken by vote may be taken without a meeting upon the unanimous consent, setting forth the action so taken, signed by all of the Directors.
CHAIR.
At all meetings of the Board of Directors, the President shall preside, or in his/her absence, the Vice-President/President Elect. In his/her absence, a Chair chosen by the Board of Directors shall preside.
EXECUTIVE AND OTHER COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its Members and from the Members of the Society, an Executive Council and other standing committees, each consisting of three or more persons chosen by the Board of Directors. Each such committee shall serve at the pleasure of the Board of Directors and under the supervision of the Board of Directors.
The President may appoint ad hoc committees who shall report to the Board of Directors at each meeting and who shall serve under the supervision of, and at the pleasure of, the Board of Directors. At least one (1) Director or a designee appointed by the Board of Directors shall be on each ad hoc committee, which may include other Directors as advisors.
Standing Committees shall include: Education Committee, Membership Committee, Nomination and Election Committee, Professional Relations Committee; and Strategic Directions Committee.
COMPENSATION.
Except for the Executive Director, no compensation shall be paid to Directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses for actual attendance, at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore.
CORPORATE BUSINESS.
All business of the Society, not otherwise reserved by its Articles of Incorporation or these Bylaws, shall be conducted by the Board of Directors.

ARTICLE VII - OFFICERS

OFFICERS.
1. The Officers of the organization are: the President; the Vice-President/President-Elect, Past President and the Treasurer, Members-at-Large, Editor and the Executive Director.
2. All Officers shall be elected or appointed to hold office until the meeting of the Board of Directors following the annual meeting.
3. Each Officer shall hold office for the term for which he/she is elected or appointed or until his/her successor has been elected or appointed and qualified.
PRESIDENT.
The President shall be the chief executive officer of the Society; he/she shall preside for all meetings of the Board of Directors; he/she shall have the management of the business of the Society and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be in communication with the Executive Director and may choose to do the work of the Society through the Executive Director. Other responsibilities of the President include co-chairing the Strategic Directions Committee and collaboration with designated Liaison representatives to develop programs in conjunction with related professional groups.
VICE-PRESIDENT/PRESIDENT-ELECT.
During the absence or disability of the President, the Vice-President/President-Elect shall have all the powers and functions of the President. The Vice-President/President-Elect is responsible for developing and organizing an annual program of the Society and, in conjunction with the president, is involved in the organization of any other presentations in the name of the Society. The Vice-President/President-Elect shall perform such other duties as the Board of Directors shall prescribe.
TREASURER.
The Treasurer shall have the custody of the Corporate funds and securities; keep full and accurate accounts of receipts and disbursements in the Corporate books; deposit all money and other valuables in the name and to the credit of the Society in such depositaries as may be designated by the Board of Directors; disburse the funds of the Society as may be ordered or authorized by the Board of Directors and preserve proper vouchers for such disbursements; render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they require it, an account of all transactions as Treasurer and of the financial condition of the Society; render a full financial report at the annual meeting of the Board of Directors and at least one (1) other financial report during the year; be furnished to all Corporate Officers and agents, upon request, with such reports and statements as may be required as to all financial transactions of the Society; work with the Executive Director to maintain accurate records of Society business; and perform such other duties as may be given to him/her by these Bylaws or as from time to time are assigned to him/her by the Board of Directors or the President.
EXECUTIVE DIRECTOR
The Executive Director shall attend all meetings of the Board of Directors and be responsible for the day-to-day management of the Society's business including central office management functions (website, correspondence, newsletter/dues mailings), facilitation of Society Business and Board meetings (scheduling, agendas, minutes, etc.), assisting the Treasurer with dues and subscriptions, accurate keeping of financial and historical records and the Society archives; and perform such other duties as prescribed by the Board of Directors.
PAST-PRESIDENT
The Past-President shall attend all meetings of the Board of Directors, chair the Nomination and Elections Committee and co-chair the Strategic Directions Committee along with the President and Treasurer.
SURETIES AND BONDS.
In case the Board of Directors shall so require, any officer or agent of the Society shall execute to the Society a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Society and including responsibility for negligence and for the accounting for all property, funds or securities of the Society which may come into his/her/her hands.

ARTICLE VIII - ELECTIONS AND TERMS

ELECTIONS.
An election of Officers shall be held each year following the annual meeting of the Society but no later than the fifteenth of June.
TERM.
The term of office of the President, the Vice-President/President-Elect, and the immediate-Past-President is two (2) year. The term of office of the Treasurer is two (2) years with reelection possible. The term of office of the three (3) Members-at-large of the Board of Directors is two (2) years with reelection possible. Members-at-large are elected on alternate years to serve the two (2) year terms. Except for those offices for which a line of succession has been established, the Members of the Society shall elected all of the Directors and Officers as well as the Chairperson of the Nomination and Elections Committee at the expiration of the term of the prior office holder. The term of office will be from July 1 to June 30 of the succeeding year.
ORDER OF SUCCESSION.
At the conclusion of the term of President, the President shall become the immediate-past-President. The President-Elect shall become the President. A new Vice-President/President-Elect shall be elected.
NOMINEES.
The Nomination and Elections Committee shall determine all nominees for those offices for which the term is to expire on or prior to the next annual meeting of the Members.
NOMINATION AND ELECTIONS COMMITTEE.
The Nomination and Elections Committee shall be chaired by the Past-President and consists of at least two (2) additional Members of the organization selected by the Chairperson of the Nomination and Elections Committee who serve on the Committee for a term of one (1) year.
MEMBERS OF NOMINATION AND ELECTIONS COMMITTEE INELIGIBLE FOR OFFICE.
Other than the Past-President, no Member of the Nomination and Elections Committee may be nominated for or accept the nomination or serve as a Member of the Board or as an Officer during his/her or her term on the Nomination Committee.
MAJORITY RULE.
In each election, the nominee receiving the greatest number of votes cast is elected. In the event of a deadlock, the winner shall be decided by a fair lottery, the rules of which shall be established from time to time by the Board of Directors. Each Member of the organization shall receive one (1) vote for each office for which a vacancy is to be filled. Votes shall not be cumulative.
RESIGNATIONS, REMOVALS AND VACANCIES.
If any Officer or Member of the Board of Directors of the Society resigns in mid-term, or becomes unable or unwilling to conduct the business of his/her or her office, the remaining Members of the Board of Directors shall, by majority vote, appoint a Member of the Society not currently an Officer to serve in that office for the remainder of the unexpired term of said office. In the case of resignation or incapacity of the President, however, the person so serving shall be the Vice-President/President-elect (who shall then in the following year serve his/her or her regular term as President); and the Board of Directors shall appoint a Vice-President pro-tem for the remainder of the current year's term. If the person resigning or is unable to continue in office is the Vice-President/President-Elect or a Member-at-Large, in the first year of his/her or her term, then an additional election shall be held as part of the year's regular elections, or a special election held if the year's regular elections are passed so that the resulting vacancy during the following year (President or Member-at-Large) is filled by election. Removal for cause shall be determined by two-thirds (2/3) of the Board of Directors without reference to the quorum requirements and shall not include the Director to be removed.

ARTICLE IX - CONTRACTS, LOANS, CHECKS, DEPOSITS, EXECUTION OF INSTRUMENTS

CONTRACTS.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
LOANS.
No loans shall be contracted on behalf of the Society and no evidence of Indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such Officer or Officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors.
DEPOSITS.
All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositaries as the Board of Directors may select.
EXECUTION OF INSTRUMENTS.
All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such Officer or Officers or other person or persons as the Board of Directors may from time to time designate.

ARTICLE X - FISCAL YEAR

The fiscal year shall commence on January 1st of each year.

ARTICLE XI - CORPORATE SEAL

The seal of the Society shall be circular in form and bear the name of the Society, the year of its organization and the words "Seal Not-For-Profit Corporation, West Virginia." The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on any corporate obligation for the payment of money may be facsimile, engraved or printed.

ARTICLE XII - BUSINESS MEETINGS

At least once each year, a Business Meeting shall be held at a meeting of the organization for consultation between the Membership and the Officers and to conduct any other business requiring action at a Business Meeting.

Every Member of the organization who is present at a Business Meeting shall have both voice and vote.
By majority vote, the Members present at a Business Meeting can require the Executive Council to place a proposal on that Council's agenda and can set a deadline or Council action on the matter, which must then be reported to the Membership in a timely manner.
Business Meetings are chaired by the President.
Business Meetings may be conducted informally; but when informal procedures cannot yield agreement, Roberts' Rules of Order shall be followed.
Minutes of the Business Meetings shall be kept by the Executive Director or in the Executive Director's absence, by a Member selected by the Members attending the Meeting, and a timely report of each Business Meeting shall be provided to the Members of the organization.

ARTICLE XIII - AMENDMENTS

These Bylaws may be amended as follows:

A proposal that the Bylaws be amended may be made by ten percent (10%) or more of the Members of the Society by filing with the Executive Director of the Society a written statement setting forth the proposed amendment or amendments; signed by the proposers, together with a request that the proposal be submitted at the next stated or annual meeting of the Society or at a special meeting of the Society called to consider such proposal.
A Proposal that the Bylaws be amended may also be made by resolution of the Board of Directors, and in such case the Board of Directors may direct that the proposal be submitted at the next stated or annual meeting of the Society or at a special meeting of the Society called by the Board of Directors to consider such proposal.
When a proposal has been made as provided in this Article, the notice of the meeting at which the proposed amendment or amendments are to be considered shall state that the purpose or one of the purposes of the meeting is the consideration of such proposal, and a copy of the proposed amendment or amendments or the summary of the changes to be effected thereby shall be set forth or mailed or electronically distributed with the notice.
An amendment or amendments proposed and submitted at a meeting of the Society as provided in this Article shall be adopted upon receiving the affirmative vote of two-thirds (2/3) of the Members present and voting (whether in person or by proxy) at such meeting.

IN WITNESS WHEREOF, the undersigned has certified these Bylaws on this _____ day of _________, 2006. ______________________________________ President