RUSSELL W. BUNTING PERIODONTAL SOCIETY, INC.
A MICHIGAN NON-PROFIT CORPORATION
Adopted October 27, 2000
The objectives of this group shall be to promote and encourage the improvement of the periodontal health of the public and to promote the art and science of sound periodontal principles.
Sec. 1. NUMBER. The affairs and business of this Corporation shall be managed by a Board of Directors. The Board of Directors shall consist of the Executive Committee, all Committee Chairpersons, and any past Presidents in attendance at the Board Meeting.
Sec. 2. TERM OF OFFICE. The term of office of each Director shall be one (1) year starting January 1 and ending December 31 of the same year, but an Officer shall continue to server until a successor is qualified.
Sec. 3. DUTIES OF DIRECTORS. The Board of Directors shall control and manage the affairs and business of the Corporation. They may adopt such rules and regulations, by majority vote, for the conduct of their meetings and the management of the Corporation as long as these rules and regulations are consistent with these By-Laws and the laws of the State of Michigan.
Sec. 4. DIRECTORS MEETINGS. Meetings of the Board of Directors shall be held before all membership meetings and at such other times as called by the President or requested by at least 50% of the Executive Committee.
Sec. 5. NOTICE OF MEETINGS. Notice of meeting shall be mailed to each Director one (1) month prior to Board of Director meetings.
Sec. 6. QUORUM. At any meeting of the Board of Directors, three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.
Sec. 7. VOTING. At all meetings of the Board of Directors, each Director present shall have one (1) vote. Unless otherwise stipulated in these By-Laws, a majority vote of those present shall be essential to taking action.
Sec. 8. VACANCIES. Vacancies in the Board occurring between Annual Meetings shall be filled for the unexpired portion of the term by the Executive Committee unless otherwise stipulated in these By-Laws.
Sec. 9. REMOVAL OF DIRECTORS. Any Director or Officer may be removed at any time by a vote of 60% of the Executive Committee.
Sec. 1. NUMBER. The Executive Committee (Officers) shall consist of:
Immediate Past President
Sec. 2. NOMINATION OF OFFICERS. The nomination for the offices of President-Elect, Secretary, Treasurer shall be made by a Nominating Committee. Nominations may also be made for any of the above offices, except President, from the floor by a member, with the permission of the nominee, at the Annual Meeting.
Sec. 3. ELECTION. The President-Elect, Secretary, and Treasurer of the Corporation shall be elected annually by the membership at the Annual Meeting. A majority of the number of votes cast by the members present shall constitute election.
Sec. 4. PRESIDENT AND IMMEDIATE PAST PRESIDENT. These positions are automatic positions with the President-Elect becoming the President and the President becoming the Immediate Past President.
Sec. 5. DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows:
The President shall preside at all meetings of the Board of Directors and the Corporation; review all bills, payments and documents; sign, as required, documents or papers; appoint all members of committees and Chairpersons not otherwise provided for in these By-Laws; be an ex-officio member of all committees and perform such other duties as may be assigned by the year in office and shall provide suitable recognition for the presenters.
The President-Elect shall assist the President in the performance of their duties, preside if the President is absent, succeed to the office of President in case of vacancy; and perform such other duties as may be assigned by the Board of Directors. The President-Elect shall serve as parliamentarian at all meetings, using the Articles of Corporation, the By-Laws and the most current edition of "Sturgis: Standard Code of Parliamentary Procedure" as their guide. The President-Elect shall be responsible for planning the program and local arrangements for their year as President.
The Secretary shall keep records of all minutes of the Board of Directors and Membership Meetings in permanent form; attend to all correspondences; keep all official letters sent and received, together with copies of replies; record that timely notices have been sent to all members of the time and place of meetings; notify officers, applicants for membership, committees, and others of their election or appointment; keep a record of members and guests who attended each meeting; and shall perform all other duties as may be assigned by the Board of Directors. It shall be the duty of the Secretary to be custodian of the master copy of the By-Laws complete with amendments properly adopted by the membership.
The Treasurer shall be responsible for mailing statements for Annual Dues and Assessments to all members and for the collection of these fees. On or before December 10th of each year the Treasurer shall mail a statement to all members for Dues for the ensuring year. The Treasurer shall notify any member who is delinquent in dues, prior to automatic termination date (2nd Wednesday in March). The Treasurer shall maintain an accurate roster and shall oversee the printing and mailing of a membership roster to all members in March of the even years. The Treasurer shall be authorized to sign checks of the Corporation. One other member of the Board of Directors shall also be authorized to sign checks in the event of an emergency (such as illness, death, unavailability, etc.). The accounts shall be audited by an accounting individual or firm between November 30 and December 31 of each year before the ledgers are turned over to the new Treasurer. They shall further perform other duties as may be assigned by the Board of Directors.
Sec. 6. OFFICERS AND COMMITTEE CHAIRPERSONS ANNUAL REPORTS.
At the conclusion of their term of office, each officer and Committee Chairperson shall provide a short written report to the Secretary and to their successor in office.
Sec. 1. MEMBERSHIP IN THIS GROUP SHALL CONSIST OF:
(a) Active Member shall be a dentist. Membership may be gained by application to and approval of, the Board of Directors.
(b) Associate Member is a person from other or allied fields. Membership may be gained by application to and approval of, the Board of Directors.
(c) Honorary Member may be awarded to individuals who have made outstanding contributions which meet the objectives of this Corporation or who have provided outstanding service to this Corporation. Honorary membership shall be gained by nomination of an individual for recognition by any member of the Corporation. Election shall be by a 75% vote of the Board of Directors present at a Directors Meeting. An Honorary Member shall not be required to pay dues or assessments.
(c) Life Member shall be awarded upon application by an eligible Active or Associate member. The Board of Directors will recognize an individual who has been a member of the Corporation for twenty-five (25) or more years and has attained the age of sixty-five (65). A Life Member will not be required to pay dues or assessments but will pay a meeting fee charge for those meetings they attend. The sum of these fees for a year will not exceed the yearly dues of an Active Member.
Sec. 2. DUES.
Annual dues for the Active and Associate Member shall be reviewed and fixed, on an annual basis, by the Board of Directors; and are due and payable on January 1st of each year. The Board of Directors may make assessments as may be required to meet the needs of the Corporation.
Sec. 3. TERMINATION OF MEMBERSHIP.
Membership shall be terminated automatically and without notice for failure to pay current annual dues on or before the second (2nd) Wednesday of March. The Board of Directors may also, after due notice to involved members and an opportunity for a Board of Directors hearing, terminate membership for failure to observe proper ethical standards and to maintain a high degree of proficiency in the practice of dentistry.
Sec. 4. GUESTS
Fees to be paid by guests for each meetings shall be determined by the Board of Directors and shall be collected by the Treasurer prior to the meeting.
Sec. 1. ANNUAL MEETING. The Annual Business Meeting of the members shall be held yearly at a membership education meeting at a time and place designated by the President. Notice of Annual Meetings shall be mailed to the membership at least one month prior to the date of the meeting.
Sec. 2. REGULAR MEETINGS. In addition to the Annual Meeting, educational meetings of the membership may be called by the President when approved by the Executive Committee. Notice of educational meetings shall be mailed to the membership at least one month prior to the date of the meeting.
Sec. 3. SPECIAL MEETINGS. Special meetings of the membership may be called at any time the President when approved by the Executive Committee. Notice of special meetings must state the purpose for which the meeting is called and must be mailed to the membership at least one month prior to the date of the meeting.
Sec. 4. QUORUM. Any number of members present at a scheduled and announced business meetings shall constitute a quorum
Sec. 5. VOTING. Each member shall be entitled to one vote at all business meetings of the membership. Questions shall be determined by a majority vote of the members present unless otherwise stipulated in these By-Laws.
Sec. 6. ORDER OF BUSINESS. The order of business at all business meetings of the members shall be as follows
1. Reading of minutes of preceding meeting.
2. Reports of Officers.
3. Report of Committees.
4. Election of President-Elect, Secretary, and Treasurer (at the Annual Meeting).
5. Unfinished Business.
6. New Business.
Sec. 7. RULES OF ORDER. The most current edition of "Sturgis: Standard Code of Parliamentary Procedure" governs this organization in all parliamentary situations that are not provided for in the law or in the charter, bylaws or adopted rules of this organization.
DISSOLUTION PROCEDURE WITH REFERENCE TO ASSETS. Should this Corporation be dissolved, all funds, properties, records and other articles of value or rust shall be given to The University of Michigan School of Dentistry, Department of Periodontics.
There shall be the following committees:
1. LOCAL ARRANGEMENTS. It shall be the duty of this Committee to assist the President in providing or arranging for suitable housing, meeting facilities, food, and equipment necessary for the conduct of all meetings of the Corporation. It shall also serve as custodian of all property owned by the Corporation.
2. BY-LAWS. It shall be the duty of this Committee to review Corporation conduct and actions and to keep the membership informed as to changes needed in the By-Laws. It shall compose and present proposed amendments to the general membership at any regular meeting for actions as prescribed by Article VIII, of these By-Laws after approval by the Board of Directors.
3. NOMINATING. It shall be the duty of this Committee to place in nomination names for President-Elect, Secretary and Treasurer at the Annual Meeting at which time the election shall take place. This Committee shall be composed of the Immediate Past President (who shall be the Chairperson) and at least three (3) other past Presidents.
4. ENDOWMENT FUND. It shall be the duty of this Committee to solicit and administer funds to be used as loans to graduate students in the field of periodontics. It may set procedures as it deems necessary for the execution of its duties, subject to the approval of the Board of this Corporation.
5. OTHER COMMITTEES. Other Committees may be formed when approved by the Board of Directors. The term of Committees not listed by these By-Laws shall be one year.
6. SIZE AND STRUCTURE OF COMMITTEES. The size and structure of all Committees shall be reviewed by the Board of Directors on a yearly basis.
7. TERM OF MEMBERS OF COMMITTEES. The term of Committee members shall be for one year. Any member may be reappointed to a Committee or Chairpersonship.
Sec. 1. HOW AMENDED. These By-Laws may be altered, amended, repealed of added to by a majority vote of the members present, in person, at any annual or regular meeting, provided that a written notice shall have been sent to each member of record at least one month prior to the meeting for adoption of the proposal. The notice shall state the alterations, amendments or changes which are proposed to be made in the By-Laws. Only such changes as have been specified in the notice shall be voted upon.