Bylaws

REVISED 2015

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Chapter I – Membership

Section 10. Classifications.

The members of this Association shall be classified as follows: active, affiliate, life, retired, full-time faculty, student, honorary, provisional, state public health, dental hygienist, and associate. The qualifications and classifications of membership in this Association shall be the same as those of the American Dental Association, with the exception of state public health, dental hygienist, associate and full-time faculty members.

Section 20. Qualifications.

A. Active.

  1. Qualifications. A licensed dentist who resides in, or is licensed in the State of Wisconsin, shall be eligible for active membership providing he or she is a member in good standing of the American Dental Association and a component of this Association.
  2. Privileges. An active member in good standing shall have voting privileges. An active member shall receive annually an evidence of membership and the JOURNAL, the subscription price of which shall be included in annual dues. An active member shall be entitled to admission to any scientific session of the Association, under rules and regulations established by the Board of Trustees, and to such other services and benefits as are provided by the Association.

Except as otherwise expressly provided herein, an active member shall be eligible for election to any position or office in the Association, or to any position or office outside the Association to which the officers or membership of the Association have appointive or elective powers.

3. Dues. The dues of active members shall be established annually by the House and shall be due on January 1 of each year. Dues will be pro-rated using the American Dental Association’s recent graduate dues structure for members who are out of dental school less than five years.

Active members who move from the state may retain their membership in this Association by notifying the executive director of their desire to be placed on an affiliate membership list, and by regularly paying an annual fee as established by the House of Delegates (elsewhere referred to as “House”), providing that they annually submit proof that they are members currently in good standing of the local and state societies in whose jurisdiction they practice. Those having lost their membership by moving, if still in reputable practice, may also attain affiliate member status providing that they follow the same procedure outlined for active members who have moved from the state.

B. Affiliate.

  1. A dentist practicing in a state other than Wisconsin or in a country other than the United States who is a member of the American Dental Association or a national dental organization, if such exists, in such country, or a dentist who is not licensed in Wisconsin but who is engaged in full-time educational, public health, or governmental work within the state and who is a member in good standing of the ADA either through another constituent society or as a direct member, may be classified as an affiliate member upon application to the executive director and upon proof of qualification.
  2. Privileges. An affiliate member shall receive annually an evidence of membership and the JOURNAL, the subscription price of which shall be included in annual dues. An affiliate member shall be entitled to admission to any scientific session of the association, under rules and regulations established by the Board of Trustees, and to such other services as are authorized by the Board of Trustees.
  3. Dues. The dues for affiliate members shall be established annually by the House and shall be due on January 1 of each year.

C. Life

  1. An Association member who has been an active member in good standing of the American Dental Association for 30 consecutive years or a total of 40 years of active and/or retired membership and who has attained the age of 65 years in the previous calendar year shall be eligible for life membership.

An active member, who had been such when entering upon active duty in one of the armed services or equivalent duty in the Public Health Services, but who, during such military or equivalent duty, interrupted the continuity of active membership because of failure to pay dues and who, within one year after separation from such military or equivalent duty, resumed active membership, may pay back dues for any missing period of active membership at the rate of dues current during the missing years of membership for the purpose of establishing continuity of membership in order to qualify for life membership.

  1. A life member in good standing shall have the same rights and privileges as an active member.
  1. Life members shall be subject to dues as established annually by the House along with those dues imposed by the American Dental Association and the component society.

D. Student.

  1. A pre-doctoral student of a dental school is eligible for this category of membership providing that he or she is an American Student Dental Association member.
  1. A student member in good standing shall have the same rights and privileges as an active member but without the right to hold office. Student members may be advisory members to House Committees. Students serving as Region 6 delegates of the House may vote on House matters as defined in Chapter III, Section 40 and 50.
  1. Student members shall be exempt from the payment of all Association dues.

E. Honorary.

  1. An individual who has made outstanding contributions to the art or science of dentistry, or who has rendered important services to the dental profession, and who has been nominated by the Board of Trustees, shall be eligible for election as an honorary member by the House.
  1. An honorary member shall receive a certificate of membership and subscription to the JOURNAL. Unless an honorary member is also an active or life member, he or she shall not be entitled to vote or hold office, but shall be entitled to admission to any scientific session under rules and regulations established by the Board of Trustees.
  1. Honorary members shall be exempt from the payment of all association dues.

F. Retired.

  1. An active member in good standing who is retired and no longer earning income from the performance of service as a member of the faculty of a dental school, as a dental administrator or consultant, or as a practitioner of any activity for which a license to practice dentistry or dental hygiene is required by the State may be classified as a retired member. To apply for retired membership status, the active member shall submit an affidavit attesting to retirement through the component society. The component society shall submit verification of such retirement to the executive director for approval and subsequent referral to the ADA. Maintenance of active or retired membership in good standing in the component society and ADA entitling the member to all the privileges of an active member shall be requisite for entitlement to and continuance of retired membership in this Association.
  1. A retired member in good standing shall have the same rights and privileges as an active member.
  1. The annual dues of retired members shall be established annually by the House and shall be due on January 1 of each year.

G. Provisional.

  1. Provisional membership shall terminate December 31 of the calendar year following the year of graduation. To be a provisional member, a dentist:

a. Shall have received the degree of DDS or DMD from a dental school accredited by the Commission on Accreditation of the American Dental Association;

b. Shall not have established a place of practice; and

c. Shall have applied for provisional membership within twelve months of graduation.

  1. A provisional member in good standing shall receive all the privileges afforded an active member except that, notwithstanding anything in these Bylaws to the contrary, a provisional member shall have no right to appeal from a denial of active membership in the Association.
  1. The annual dues of provisional members shall be established annually by the House and shall be due on January 1 of each year.

H. Dental Hygienist

  1. Qualifications. A dental hygienist who is licensed by the State of Wisconsin.
  2. A dental hygienist in good standing shall receive an annual evidence of membership, electronic newsletter and the WDA Journal, the subscription of which shall be included in the annual dues, and have access to the members’ only section of the WDA Website. They shall also be entitled to admission to any scientific session of the Association, under rules and regulations established by the Board of Trustees, and to such other services as are authorized by the Board of Trustees.
  3. The dues shall be established annually by the House of Delegates and set at the same rate as Affiliate Members. Dues are due January 1 of each year.

I. Associate.

  1. In the interest of uniting all persons who contribute significantly to the dental team, for the betterment of the profession of dentistry, the following persons may become Associate members of this Association with such privileges and benefits as shall be established from time to time by the House:

a. Dental Assistant. Any person who works as a chair side, roving or sterilization assistant, or any other person who assists in the delivery of dental services.

b. Administrative Staff. Any person who is a receptionist, bookkeeper, secretary, insurance claims manager or occupies another administrative position in a dental office.

c. Dental Laboratory Technician. An individual who is certified as a dental laboratory technician in Wisconsin.

A licensed dentist or dental hygienist may not become an associate member nor may they obtain member benefits through an associate member.

  1. An associate member in good standing shall receive a certificate of his or her membership. An associate member shall be entitled to admission at a reduced fee to the Association Annual Session, and shall be entitled to such other benefits as shall be established by the House from time to time.
  1. The annual dues of associate members shall be established annually by the House and due on January 1 of each year.

J. Full-time Faculty.

  1. A licensed dentist who resides in or is licensed in the State of Wisconsin, and who is a full-time member of the Marquette University School of Dentistry faculty or administration, shall be eligible for full-time faculty membership providing he or she is a member in good standing of the American Dental Association and a component of this Association.
  2. A full-time faculty member in good standing shall have the same rights and privileges as an active member.
  3. The annual dues of this classification shall be twenty-five (25) percent of the active membership dues as established annually by the House and due on January 1 of each year.

K. State Public Health.

  1. A licensed dentist who resides in or is licensed in the State of Wisconsin, and who is a full-time employee of the State of Wisconsin holding a master’s degree in public health and not working in a private practice.
  2. A state public health member shall receive an annual evidence of membership, existing electronic newsletters and the WDA Journal, the subscription of which shall be included in the annual dues, and that they have access to the members’ only section of the WDA Website. They shall also be entitled to admission to any scientific session of the Association, under rules and regulations established by the Board of Trustees, and to such other services as are authorized by the Board of Trustees. .
  3. The annual dues of this classification shall be twenty-five (25) percent of the active membership dues as established annually by the House and shall be due on January 1 of each year.

Section 30. Good Standing.

A. Dues. Any member, who has paid the dues for which he or she is liable to the Association, and who has not been suspended or expelled from the Association, shall be considered in good standing. Suspension does not interfere with the continuity of the member as related to life membership provided that the member pays dues while suspended. An expelled member shall not be assessed dues for the period of expulsion nor shall the period of expulsion be credited toward continuity of membership. An expelled member shall not be considered a member in good standing.

B. Dues Forgiveness. Any member receiving assistance from the Relief Fund of this Association shall be exempt from the payment of dues and shall remain a member in good standing.

A member who has suffered a catastrophe, medical illness or who is experiencing a financial hardship as certified by the component society secretary shall be eligible for a waiver or reduction of the current year’s dues, provided the component also waives or reduces the current year’s dues. These exemptions shall be reviewed annually. Waivers granted due to financial hardship may be granted for a maximum of three (3) years.

C. Loss of Membership and Reinstatement. A member who fails to pay the dues for which he or she is liable by March 31 of the year for which dues are to be paid shall cease to be a member of this Association. A former active member, for reinstatement to active membership, shall be required to pay the current year’s dues.

D. Payment Date and Installment Payments. For those members who participate in an expanded installment dues payment plan sponsored by the Association, they shall be required to fully pay the current year’s dues by May 15 to maintain their good standing.

Section 40. Disciplinary Proceedings.

A. Right of Hearing. Any member or duly constituted review committee as a whole may file a written charge against any other member based upon one or more of the following allegations:

  1. That the charged member has been found guilty of a felony; or
  1. That the charged member has had his/her license revoked due to a violation of the Dental Practice Act; or
  1. That the charged member has violated one or more provisions of these Bylaws or of the Principles of Ethics of this Association.

All such charges will be considered initially by the state Ethics and Dental Relations Committee of the charged party. The charged party shall have a right of hearing before the state Ethics and Dental Relations Committee in accordance with guidelines prescribed by this Association. If either the complaining party or the charged party is a member of the state Ethics and Dental Relations Committee, unless the complaining party is a duly constituted review committee of the whole, then the complaining party or the charged party shall not participate in deliberative proceedings relating to the matter. The hearing shall be held promptly in accordance with the guidelines previously mentioned. Both the complaining party and the charged party shall have the right to appear at the hearing personally and/or through any friend or attorney and to file a written brief or argument within time limits prescribed by the Ethics and Dental Relations Committee. The complaining party shall be considered a non-voting member of the Ethics Committee for purpose of all considerations relating to the charge and the charge shall be a part of the Committee record.

B. Right of Appeal.

  1. Board of Trustees. Either the complaining party or the charged party may appeal any action or lack of action by the Ethics and Dental Relations Committee to the Board of Trustees by filing an appropriate affidavit of appeal with the executive director of the State Association. The affidavit of appeal must summarize the charges, the actions or failures to act of the Ethics and Dental Relations Committee, and it must specify the nature of the appellant’s objections to such actions or failures to act. If either the complaining party or the charged party is a member of the Board of Trustees, then the complaining party or the charged party shall not participate in any hearing or in any other deliberative proceedings by such committee relating to the matter.

The Board of Trustees shall permit either written or oral arguments, or both, to be presented to it by the complaining party, the charged party, and the Ethics and Dental Relations Committee, or their designated friends or attorneys.

Any appeal to the Board of Trustees shall be considered by the Board at its next regular or special meeting.

  1. American Dental Association. The only further appeal which can be made is one to the American Dental Association in instances when such an appeal is in conformance with the Bylaws and rules of that organization.
  1. Time Limits and Notices. No appeal of any decision shall be valid unless the required affidavit of appeal is sent by registered mail within thirty (30) days after the written decision being appealed has been rendered and mailed to the parties involved, to the body from which the appeal is being taken, and to the body to whom the appeal is being taken. No decision shall become final while a timely appeal is still pending.
  1. Summary and Record on Appeal. When an appeal is taken from a decision of a component Ethics Committee, the committee shall, within fifteen (15) days after receipt of the affidavit of appeal, mail to the executive director of the Association a summary and, if available, a transcript of the hearing, plus all written briefs and arguments submitted to the committee. The summary must list all persons who were present at the hearing and their files, the charge or charges, and a summary of the evidence produced. It shall be certified as to accuracy by the chairman of the Ethics and Dental Relations Committee.

A similar summary shall be made by the Board of Trustees in instances where timely appeals are taken from such Board of Trustees to the American Dental Association; and that summary, and, if available, a transcript of the hearing, plus all written briefs and arguments shall be mailed to the American Dental Association and certified as to accuracy by the chairman of the state committee.

Chapter II – Component Societies

Section 10. Conditions of Charter.

Any county or local dental society in Wisconsin which shall have adopted articles, a constitution, and bylaws, or any of those instruments, may submit all such papers to the House to apply for a charter as a component society. If the House approves the form of the articles, constitution, and bylaws, or bylaws only, and finds such documents or document free from conflict with the Articles and Bylaws of this Association, it may issue a charter. A continuing condition of retention of such charter shall be that such documents shall remain free from such conflict and in a form approved by the Association. Thus all changes in such component society’s articles, constitution, or bylaws shall be filed with the executive director of this Association within thirty (30) days after their adoption or amendment. For good cause, and after hearing, of which there has been written notice of not less than thirty (30) days, the House may revoke the charter of a component society. Procedures and guidelines for such hearing shall be promulgated by the Board of Trustees.

Section 20. Trustee Regions.

The membership in each trustee region must be made up exclusively of members of the component societies, with the exception of the student region. This student region shall be comprised of Marquette University School of Dentistry ASDA members and members of the Association.

Section 30. Component to Judge Applicants and Members.

Each component shall be the sole judge of the qualifications of applicants for membership, and of its members.

Section 40. Change of Practice Location.

When a member in good standing of a component society changes practice location in this state, the member’s name may be transferred without further payment of dues for that particular year to the roster of the component society located in the area of the new practice location, subject to the approval of that component.

Section 50. Choice of Component Society.

A dentist practicing near a component boundary may, with the permission of the society in whose jurisdiction he or she practices, hold membership in the component society in which it is more convenient to be active providing the individual is acceptable to the society. A dentist practicing in areas of more than one component society shall hold membership in the component society of his or her choice providing the individual is acceptable to the society.

Section 60. Membership Roster.

The secretary of each component society shall keep an up-to-date roster of its members. The component secretary shall make an annual report of this roster to the executive director of this Association, according to classifications established by the latter.

Chapter III – House of Delegates

Section 10. House Session.

The House of Delegates shall meet annually in the fall; a second meeting may be held at the discretion of the Board of Trustees, or a special session may be held pursuant to Section 90.

The executive director shall cause to be published in The JOURNAL of the Association an official notice of the time and place of each Session, and shall also send each delegate and alternate a copy of such notice, together with official credentials, as soon as practicable after each such delegate and alternate has been officially certified, but not less than ten days before the opening of such session.

The speaker and executive director shall jointly determine all unfinished business from an earlier meeting as well as all known new business to come before the House. All such business shall be itemized and included in the notice of meeting.

Section 20. Composition; Terms.

The House shall be composed of the officially certified delegates of each component society, together with a speaker of the house. The current president, president-elect, vice-president, WDA JOURNAL editor, treasurer, trustees and specialty group presidents shall be ex-officio members of the House without the right to vote. The ex-officio members of the House shall have access to the floor of the House, with the approval of the House. The number of delegates to which each component society is entitled for meetings of the House in any year shall be based upon the number of its members as of the thirty-first day of December of the preceding year.

Each component society may select from among its active, life and retired members, the number of delegates to which it is entitled. Each component society may further select from its active, life and retired members the same number of members to serve as alternate delegates.

Section 30. Eligibility.

Members currently in good standing in this Association, except affiliate, honorary, dental hygienist and associate members, shall be eligible for election to the House. No voting member of the Board of Trustees shall be eligible to serve in the House.

Section 40. Representation.

Each component society shall be entitled to a delegate and an alternate for every fifty (50) members, or major fraction thereof, in good standing, provided, however, that each such society shall be entitled to at least one delegate. The MUSOD student body shall be entitled to two delegates and two alternates as defined in Section 50 below.

Section 50. Representation Rules

Each component society shall annually certify and submit the names of its delegates and alternate delegates to the executive director of the Association at least ninety (90) days prior to any meeting of the House. The MUSOD student body shall submit names of its delegates and alternates to the Executive Director of the Association at least 60 days prior to any meeting of the House. Prior to such meeting of the House, the executive director shall prepare and have printed a list of the delegates and alternates elected by the Component Societies and MUSOD student body. In case any society shall elect more than its allotted number of delegates, the executive director, in preparing the list, shall drop one or more names, as directed by the secretary of the component society, until the proper number of names remain.

The MUSOD delegates and alternates shall be members of the American Student Dental Association and selected by the MUSOD student body to serve a one-year term. The students selected as delegates shall be a D3 or D4 engaged in clinical training and the students selected as alternates shall be from the D2 or D1 class at the time of such House meeting. All students shall be student members of the Association. The students seated in the House should rotate sequentially through the trustee regions.

The credentials of a delegate having been accepted and the delegate’s name placed on the roll of the House, he or she shall remain the duly accredited delegate of the trustee region represented until final adjournment of the meeting, provided that when an accredited delegate finds it impossible to continue service, a regularly selected alternate may be seated.

Section 60. Vacancies

In the event a component society is unable to fill their delegate allotment, the seats may be filled by alternate delegates from other component societies within their region. If all alternate delegates have been assigned and a vacancy still occurs, the trustees from the region may appoint an active, life or retired member from any component society within their region to serve in the House in order to achieve a full delegation.

Section 70. Powers and Duties.

Powers. The House shall be empowered to:

A. Determine the legislative policies of this Association. It may act upon resolutions submitted by component societies or by not less than five (5) active members.

B.  Enact, amend, or repeal the Bylaws of the Association as provided in Chapter XIII hereof.

C.  Grant, amend, or revoke charters of component societies.

D.  Elect honorary members.

E.  Create Special committees.

F.  Approve memorials in the name of the Association.

G. Adopt or amend the annual budget for the ensuing year proposed by the Board of Trustees.

H.  Establish the annual dues for all classes of dues paying members.

Duties.

A.    Prepare and submit a list of nominees for the elective officers as provided in Chapter V, Section 30, of these Bylaws.

B.     Elect members of the Board of Trustees to the extent authorized by Chapter IV, Section 40, of these Bylaws.

C.     Elect a committee of five (5) as the Bylaws Committee.

D.   Elect delegates and alternates to the Annual Session of the American Dental Association. Each trustee region, with the exception of the MUSoD Student region, shall be entitled to one delegate determined by their caucus. In addition, each of the five trustee regions shall be entitled to submit two (2) nominees for the remaining delegate and alternate positions after which additional nominations may be made from the floor. The nominee receiving the highest number of votes shall serve as delegate. The remaining nominees receiving the highest number of votes shall be elected alternates progressively until the quota is filled. The president of this Association on January 1 of the year of the Annual Session of the American Dental Association shall automatically be a delegate. The president-elect of this Association on January 1 of the year of the Annual Session of the American Dental Association shall automatically be a delegate and shall serve as the chairman of the Association delegation. The vice-president of this Association on January 1 of the year of the Annual Session of the American Dental Association shall be an automatic delegate. The Dean of Marquette University School of Dentistry shall be an automatic alternate.

Should a delegate member of the delegation need to drop out for whatever reason, the selection of the alternate delegate to replace that person as a delegate will be as follows:

  • If the delegate was an automatic appointment due to serving as an officer of the association, the highest vote getting alternate delegate will fill the vacancy.
  • If the delegate was elected to serve as a regional representative then the highest vote getting alternate delegate from that region will become a delegate. If there is not an alternate delegate from that region serving, the highest vote getting alternate delegate will fill the vacancy.
  • If the delegate was not serving as a regional representative then the highest vote getting alternate delegate will fill the vacancy.

If an alternate delegate is no longer able to attend, the vacancy will not be filled.

E.     Propose a trustee for the trustee district of the American Dental Association in which Wisconsin is included at such times as the Association shall be entitled, by tradition, to make such a proposal.

F.     Elect a speaker of the House during the last session of the House, who will then assume the duties of speaker at the close of business, or when a vacancy occurs.

G.   Elect the officers and editor of the Association.

H.   Elect an Ethics and Dental Relations Committee.

I.    Elect a Nominating Committee as outlined in Section 80 of this Chapter III.

Section 80. House Committees.

The election of the Bylaws, Ethics and Dental Relations, and Nominating Committee shall occur at the House. The composition of committee members, vacancies, and duties of each committee shall be as outlined in this Section. Student members are not eligible for election to these committees but may be advisory members.

A.   Bylaws

  1. The committee shall be composed of five (5) at-large members elected by the House to serve a term of five years. No member may serve more than two full five-year terms. The committee shall annually elect the chairman.
  1. In the event of a vacancy, the president shall fill such a vacancy by appointment until a successor is elected at the next meeting of the House.
  1. (1) Draft or approve the proposed text of all amendments to the WDA Bylaws prior to their submission to the House for action; (2) consider other matters referred to it, to hold hearings thereon, and to report its findings and recommendations to the House.

B.    Ethics and Dental Relations.

  1. The committee shall be composed of nine (9) members; five (5) members shall be elected by the trustee regions (one from each trustee region) for terms of three (3) years on a rotating basis, their election confirmed by the House; four (r) members shall be elected by the House as at-large members for terms of three (3) years. Such elections shall insofar as possible provide representation for all segments of the profession; the chairman shall be appointed by the president from among the committee members.
  1. In the event of a vacancy, the president shall fill such vacancy by appointment from the trustee region involved until a successor is elected at the next House meeting. In the event a nominee for the position cannot be furnished by the trustee region, the president shall appoint an at-large member. If the vacancy occurs in an at-large position, an at-large appointment shall be made by the president to fill such vacancy until a successor is elected at the next Board of Trustees meeting.
  1. The committee shall consider appeals made from the action or lack of action of the charges described in Chapter I, Section 40, of these Bylaws, and shall report its decision in such cases to the Board of Trustees.

C.       Nominating.

  1. The committee shall be composed of five (5) members and five (5) alternates, a member and an alternate from Regions 1 through 5 of this Association. The chairmanship shall be rotated by trustee region in numerical order. The time and location of the meeting shall be at the discretion of the chairman.
  1. In the event of a vacancy, the alternate shall fill the vacancy for the trustee region position. In the event that both the member and alternate positions are vacant, the president shall fill such vacancy by appointment of a successor from the trustee region involved.
  1. This committee, with a member or alternate from each trustee region, shall meet to formulate a list of nominees for the elective offices of the Association as well as the speaker of the house.   A report announcing the candidates shall be published to the membership as soon as possible after the meeting. Biographies and data that will be helpful in determining the adequacy of each candidate shall be published to the membership at least 30 days prior to the meeting of the House.

Section 90. Special Session.

A special session of the House shall be called by the president to consider only such business as shall be mentioned in the call, on a three-fourths affirmative vote of the members of the Board of Trustees present and voting in a regular or special meeting, or on written request of one-fifth of the officially certified delegates who comprised the last House, provided such request shall be made by at least one (1) delegate each from not less than one-fifth of the component societies. The time and place of any special session of the House shall be determined by the president, provided the time selected shall be not for more than forty-five (45) days after the date the vote was taken or the request received. The executive director shall send an official notice of the time and place of each special session and a statement of the business to be considered to every officially certified delegate and alternate of the then current House, not less than thirty (30) days before the opening meeting of any such session.

Section 100. Quorum.

One-half of the voting members of the House shall constitute a quorum for the transaction of business at any meeting of any session.

Section 110. Officers of the House.

The officers of the House shall be a speaker and a secretary. The executive director shall serve as secretary of the House.

A. Speaker.

  1. Duties. The speaker shall preside over all meetings of the House, cast the deciding vote in case of a tie, appoint judges and tellers to assist in determining the results of any action taken by ballot, and perform such other duties as custom and parliamentary usage may require. The speaker shall be invited to attend all meetings of the Board of Trustees.
  2. Eligibility. The speaker must be an active, life or retired member of this Association, but need not be a member of the House.
  3. Terms. The speaker shall be eligible to serve such number of consecutive one-year terms to which he/she shall be elected. If a vacancy occurs in the speaker position, the office of speaker shall be filled temporarily by the president of the Association. The president shall preside over the first House session to be held after such vacancy, at which time the first order of business for the delegates shall be to elect a replacement speaker for whichever is applicable of (i) any remainder of the unexpired term during which the vacancy occurred, or (ii) a full one-year term.

B. Secretary. The secretary of the House shall serve as its recording officer and as custodian of its records. The secretary shall utilize an accepted method to obtain a record of proceedings, which shall serve as the official transactions of the House. The speaker shall appoint a secretary of the House in the absence of the executive director.

Section 120. Order of Business; Annual Business Session.

Unless changed by a two-thirds affirmative of the House, the order of business for meetings shall be determined by the speaker and secretary of the House.

Section 130. Standing Rules.

A. Reports. All reports of elective officers, the Board of Trustees, and committees, except supplemental reports, shall be published under the direction of the president and executive director of the Association, and shall be sent to each delegate and alternate at least fourteen (14) days in advance of the House.

B. Introduction of New Business. New business must be introduced at the beginning of each House session. Action on any subsequent new business introduced after the beginning of the meeting of the House shall require unanimous vote for adoption.

Section 140. Reference Committees.

The speaker shall appoint reference committees as may be necessary to carry on the work of the House. Each committee shall be composed of not fewer than three (3) members. Each committee chairman shall be a member of the House.

Chapter IV – Board of Trustees

Section 10. Composition.

The Board of Trustees shall consist of three (3) trustees from each trustee region with the exception of the Student region, which shall consist of one (1) trustee. The immediate past president, the president-elect, the vice-president, the treasurer, the editor of the JOURNAL of the Association, and the executive director shall be ex-officio members of the Board of Trustees without the right to vote.

Section 20. Qualifications.

Members currently in good standing in this Association except affiliate, honorary, associate and dental hygienist members, shall be eligible to serve as trustees. A trustee must be a full-privileged member of one of the component societies that compose the trustee region from which elected. Should the status of any trustee change in regard to the preceding qualifications during the term of office, that office shall thereupon be declared vacant and the president shall proceed promptly to fill such vacancy as provided in Section 60 of this Chapter. The absence of a trustee from a meeting of the Board of Trustees shall not in itself constitute a vacancy.

Section 30. Term.

Except as provided for in Section 40 hereinafter, a trustee is eligible to serve two (2) consecutive three (3) year terms. The student trustee is eligible to serve a maximum of three (3) one-year terms.

Section 40. Elections.

In a year in which a term expires, the members of a trustee region may elect the trustee at a qualifying meeting, annual or otherwise, of the trustee region, or by ballot. In order to constitute a qualifying meeting for purposes of this Section 40, the meeting must be held in accordance with the requirements of the bylaws of the region for constituting a meeting for the conduct of business of the region or, in the absence of any such region bylaw, at a meeting (i) chaired by at least one (1) of the then sitting trustees for the region, (ii) duly noticed to all WDA members eligible to vote within the region at least thirty (30), but not more than sixty (60), days in advance by e-mail, regular mail, official WDA publication, or any combination of the same, and (iii) having at least one-third of the members required to have received notice in attendance. The result of such election shall be certified to the executive director, who shall transmit this information to the House. The candidate receiving the majority of votes shall be declared elected. In no case shall a trustee be elected to serve more than two (2) consecutive full three (3) year terms, unless no new qualified candidate, as determined pursuant to Section 20 hereof, runs and is elected to fill such office, in which case a trustee may be elected to an additional full three (3) year term. Election to fulfill an unexpired term does not preclude serving two (2) full three (3) year terms. A trustee region may divide its trustees into different classes and the term of office of the several classes shall be staggered so that one trustee from that region shall be subject to election each year. A trustee region may elect trustees to terms of less than three (3) years in order to provide for such staggering of terms, and election to such partial term does not preclude serving two (2) full three (3) year terms. No more than one trustee from a component may serve on the Board at the same time when the region they represent is part of a multi-component region unless all other components decline to put forth a candidate. The student trustee shall be elected in accordance with Marquette University School of Dentistry ASDA bylaws.

Section 50. Installation.

A trustee shall take office at the first Board of Trustees meeting held following installation by the House, or the transmission of the certificate of election from the designated trustee region to the House.

Section 60. Vacancy.

In the event of a vacancy in the Board of Trustees, the Region delegation may choose to select an interim trustee from their region during their caucus at the House of Delegates meeting. In the event the House of Delegates is not in session when the vacancy occurs or the Region is unable to make the selection during their caucus, the president shall appoint an interim trustee who is a qualified member of the trustee region in which the vacancy occurs.   The executive director of the Association shall then follow the trustee election protocol established by the Board of Trustees to fill the trustee position for the remainder of the unexpired term.

Section 70. Powers and Duties.

Powers. The Board of Trustees shall have the authority consistent with its responsibilities. This shall include the power to:

A.    Serve as the managing body of the Association, and, as such, vested with power to conduct all business of the Association, subject to these Bylaws and such basic policies as are promulgated by the House.

B.     Direct the president to call special sessions of the House, as provided in Chapter III, Section 90, of these Bylaws.

C.     Nominate to the House candidates for honorary membership in this Association.

D.    Establish interim policies when the House is not in session and when such policies are essential to the management of the Association or are of an emergency nature, provided that all such policies must be presented for review at the next session of the House.

Duties. It shall be the duty of the Board of Trustees to:

A. Provide such headquarters for the Association as may be required to conduct its business properly. Provide for the maintenance and supervision of the Executive Office and all other property or offices owned or operated by this Association.

B. Appoint an executive director who need not be a dentist.

C. Elect a treasurer who shall be a member in good standing.

D. Provide for and superintend the issuance of all publications of the Association, including proceedings, transaction, and memoirs.

E. Determine the time and place for convening each Annual Scientific Session of the Association as well as the House meetings.

F. Require any officer, agent, or employee, who is entrusted with or has access to Association funds, to be bonded by a surety company in an amount deemed prudently necessary.

G. Have all Association accounts audited at least annually by an experienced accountant.

H. Review and act on all investments of the WDA.

I. Fix the period, compensation, and other terms of the employment of agent of the Association.

J. Direct the trustees to act as the organizers and arbiters for the designated trustee region. The trustees shall hold a regional meeting annually for the purpose of conducting business of the trustee region; a trustee shall visit each component society in the trustee region once a year, inquiring into the condition of the profession and its component societies; and shall keep in touch with the activities of and aid in the betterment of the component societies of the trustee region. Each trustee shall make a report of activities and an evaluation of the condition of his or her trustee region at each meeting of the House.

K. Nominate and elect members of the Board of Directors of WDA Insurance & Services Corp.

L. Direct the president in voting the shares of stock of WDA Insurance & Services Corp.

M. Act as the appellate body for the state Ethics and Dental Relations Committee’s disciplinary proceedings.

N. Develop goals and objectives for the Association; aid committees and members in accomplishing objectives; and maintain current data on public and professional attitudes toward dentistry and dental services.

O. Confirm the ADA 9th District Trustee-elect candidate elected by the Michigan Dental Association.

Section 80. Meetings.

A. The Board of Trustees shall hold meetings as necessary, subject to the call of the president, or on petition of five (5) trustees.

B. Meetings of the Board of Trustees or committees may be conducted by telephone or by other communication technology in accordance with Section 181.0820 of the Wisconsin Non-stock Corporation law (or any successor statutory provision).

C. Any action required or permitted to be taken at a Board of Trustees meeting may be taken (i) at a face-to-face meeting, (ii) at a meeting held pursuant to Section 181.0820 at the Wisconsin Non-Stock Corporation law (or any successor statutory provision) in accordance with normal Board procedures, or (iii) otherwise by written action signed by two-thirds of the Trustees then in office. Committees meeting in accordance with Section 181.0820 may act at such meetings pursuant to their normal meeting procedures.

Section 90. Quorum.

Nine (9) voting members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting.

Section 100. Committees.

The Board of Trustees may establish:

A. Executive Committee. To consist of the president, president-elect, vice-president, treasurer, immediate past president, five (5) trustees – one from each trustee region who is serving their third or sixth year on the Board of Trustees, will be appointed for a one (1) year term. The executive director will be an ex-officio. The treasurer, immediate past president and executive director shall have no vote. The Executive Committee shall have the full powers of the Board of Trustees to act between sessions of the latter on all matters except those specifically reserved by the Board of Trustees and those which would be contrary to its established policies. The Executive Committee shall report its activities at each meeting of the Board of Trustees.

B. Finance Committee. The committee will consist of one trustee from each region who is serving their second or fifth year on the Board of Trustees. In the event of a vacancy, the Board shall fill such vacancy by appointment of a successor. The Treasurer shall serve as chairman of the committee.

The committee shall prepare a recommended budget for consideration by the Board of Trustees and for transmission to the House. Such budget shall be prepared for the Association for each ensuing fiscal year, copies to be distributed to each member of the House thirty (30) days prior to the first meeting of the annual session; monitor Association investments; and survey and evaluate the performance of any service employed to handle the investing of the Association’s Reserve Fund.

C. Long-Range Planning Committee. The committee shall consist of the president, president-elect, immediate past president, vice-president, treasurer, editor and five (5) trustees – one from each trustee region who is serving their first or fourth year on the Board of Trustees. The vice president serves as chairman.

The committee shall monitor outcomes and measurements of program activity, make recommendations each year to the Board of Trustees on new programs to implement, programs to sunset, and program prioritizations within the strategic plan. Additionally the committee will periodically review the Association’s governance and committee structure and perform other duties as deemed necessary.   As needed, a strategic planning session with a professional facilitator will be conducted to include the committee, student trustee, speaker of the House, standing committee chairmen, and other individuals as appointed by the president.

D. Editorial Advisory Board. The Editor shall be editor-in-chief of the JOURNAL of the Association, and is the head of the Editorial Advisory Board. The executive director shall be the executive editor and is a non-voting ex-officio member of the Editorial Advisory Board (EAB). EAB members provide the dentist and grassroots perspective for WDA print and electronic publications.

Section 110. Officers.

A. Titles. The officers of the Board of Trustees shall be a chairman and a secretary. The president of this Association shall serve as chairman and the executive director shall serve as secretary.

In the absence of the president, the office of chairman shall be filled by the vice-president, and in the absence of the vice-president, a voting member of the Board of Trustees shall be elected to serve as a chairman pro tem.

In the absence of the secretary, the chairman shall appoint a secretary pro tem.

B. Duties.

  1. Chairman. The chairman shall preside at all meetings of the Board of Trustees, cast the deciding vote in the case of a tie, and perform such other duties as custom and parliamentary usage require. The chairman may utilize the counsel and advice of a parliamentarian when a question of order arises, provided the decision of the chairman will be final unless an appeal from such decision is made by a member of the Board of Trustees, in which case final decision shall be by a majority vote of the trustees present and voting.
  2. Secretary. The secretary shall serve as the recording secretary of the Board of Trustees and as the custodian of its records. The secretary may utilize the services of a professional recorder for the purpose of obtaining a stenographic record of the proceedings of the Board of Trustees, and shall cause a factual summary of such proceedings to be edited and published in its official transactions.

Section 120. Trustee Regions.

The trustee regions of this Association shall bear the following numbers and be comprised of the following Wisconsin Counties:

Region 1 – Northwest

Ashland, Barron, Bayfield, Burnett, Chippewa, Clark, Douglas, Dunn, Eau Claire, Florence, Forest, Iron, Langlade, Lincoln, Marathon, Oneida, Pierce, Polk, Portage, Price, Rusk, St. Croix, Sawyer, Taylor, Vilas, Washburn, and Wood.

Region 2 – Northeast

Brown, Calumet, Door, Fond du Lac, Green Lake, Kewaunee, Manitowoc, Marinette, Oconto, Outagamie, Shawano, Sheboygan, Waupaca, Waushara, and Winnebago.

Region 3 – Greater Milwaukee
Milwaukee

Region 4 – Southeast
Ozaukee, Kenosha, Racine, Rock, Walworth, Washington, and Waukesha

Region 5 – Southwest
Adams, Buffalo, Columbia, Crawford, Dane, Dodge, Grant, Green, Iowa, Jackson, Jefferson, Juneau, LaCrosse, Lafayette, Marquette, Monroe, Pepin, Richland, Sauk, Trempealeau, and Vernon

Region 6 – Student Region
Marquette University School of Dentistry ASDA Chapter

Section 130. Trustee Region Changes.

A component society may change to another trustee region by securing an amendment to Section 120 of this Chapter of the Bylaws.

Chapter V – Elective Offices

Section 10. Titles.

The elective offices of this Association shall be: president, president-elect, vice-president, and editor.

Section 20. Eligibility.

Members currently in good standing in this Association except affiliate, honorary, student, associate and dental hygienist members, shall be eligible to serve as elective officers.

Section 30. Nominations.

Nominations for elective offices shall be presented to the House by the Nominating Committee pursuant to Chapter III, Section 80, Subsection C. Nominations may also be made during the House session prior to the election of such offices except for any office with an automatic succession.

Section 40. Elections.

The election of officers shall be held annually at the House. Where more than one nomination is received, election shall be by ballot, and a majority of the votes cast shall be necessary to elect. In case no nominee receives a majority of the votes on the first ballot, the name of the nominee receiving the lowest number of votes shall be dropped from the ballot and a new ballot taken. This procedure shall be continued until one of the nominees receives a majority of all votes cast, whereupon the nominee shall be declared elected. Additional nominations may be made from the floor at either session by members of the House.

Section 50. Term of Offices.

The term of office for the president, president-elect, and vice-president shall be one (1) year. The term of the Editor shall be four (4) years. Terms shall begin upon the adjournment of the session at which officers are elected, or succeed to an office, and shall continue until their successors have been elected and qualified.

Section 60. Vacancies.

In the event the office of president becomes vacant, the vice-president shall become president for the unexpired portion of the term. A vacancy in the office of any of the remaining elective officers shall be filled by a majority vote of the Board of Trustees. In the event the office of president-elect becomes vacant between sessions of the House, the office of president for the ensuing year shall be filled at the next House or special meeting of the membership in the same manner as that provided for the nomination and election of elective officers, except that the nominee shall be described as “president for the ensuing year,” and shall immediately assume office. In such event, the office of president-elect shall be filled in the usual manner. In the event the office of the editor becomes vacant, the president shall appoint a member to fill the position until an election is held by the House.

Section 70. Duties.

A. President. Shall preside at the Board of Trustees meetings and special meetings of the membership; call special meetings of the Board of Trustees as required or permitted elsewhere in these Bylaws; appoint members and fill vacancies to committees as specified in the WDA Bylaws; appoint special committees or representatives to outside agencies as required; participate in and report to the House and Board of Trustees; coordinate official communications and activities through the Executive office; write a column entitled “President’s Message” for the WDA Journal; supervise the utilization of legal and other consultants to the benefit of the WDA; represent the WDA to other professional groups and to the public; review and approve the expenses of the Treasurer; vote the shares of stock as directed by the Board of Trustees; and notify any “subject person,” as defined in Chapter XVII, of any actual or potential conflict of interest. Shall serve as ex-officio member of all committees; ex-officio, non-voting member of the House; shall serve as a delegate to the ADA Annual Session; and host for the visiting dignitaries attending the WDA House of Delegates Meeting. Shall appoint additional non-board members to participate with the Board of Trustees in formal strategic planning retreats. In the event of a vacancy in the speaker position, shall preside over the first House session following such vacancy for the purpose of overseeing the delegates’ election of a speaker.

B. President-Elect. Shall automatically succeed to and assume the office of president at the next annual session installation of officers without other election; assist the president in the performance of duties and act as a WDA spokesperson at the direction of the president; serve as ex-officio member to all committees, other than those of the House and be a liaison to the Bylaws Committee and Nominating Committee. Shall serve as vice-chairman of the Finance Committee; shall serve as Chairman of the WDA Delegation to the ADA Annual Session and shall fill vacancies to the delegation as outlined in Chapter III, Section 60; shall attend the ADA Annual Meeting as a delegate and attend the ADA Presidents-Elect Conference. Shall participate in and report to the House and the Board of Trustees at their meetings; coordinate Legislative Day; and make appointments to the committees during term as president.

C. Vice-President. Shall assist the president in the performance of duties; preside over meetings of the Board of Trustees and special meetings of the membership in the absence of the president; serve as a WDA spokesperson at the direction of the president and succeed to the office of president in case of vacancy for any cause. Shall serve as an ex-officio member of all committees, as chair of the Long Range Planning Committee and as a member of the Finance Committee. Shall participate in, as an ex-officio member, and report to the House and Board of Trustees meetings. Shall attend the ADA Annual Meeting as a delegate.

D. Editor. Shall be the editor-in-chief of the JOURNAL of the Association and the WDA Sourcebook (member directory and practice guide), and, as such shall exercise editorial control over both publications subject to WDA policies.

Chapter VI – Appointive Offices

Section 10. Titles.

The appointed offices of this Association shall be the executive director and treasurer.

Section 20. Appointments.

The Board of Trustees shall elect the appointive officers by a majority vote.

Section 30. Duties.

The duties of the appointive officers shall include those enumerated in this section.

A. Executive Director. The duties of this officer shall include:

1. Serving as chief operating officer of the Association.

2. Hiring, terminating and supervising all employees for positions created by the Board of Trustees.

3. Supervising and coordinating the activities of all committees, and assisting in the preparation of all reports of such committees.

4. Sending all notices and keeping records of proceedings of the House, the Board of Trustees and of all committees.

5. Acting as custodian of the seal, records, books, and papers of the Board of Trustees and the House, and of all other documents and property belonging to the Association, unless otherwise specifically provided for.

6. Performing all other duties prescribed for the office by these Bylaws, or by the House or Board of Trustees.

7. Submitting an annual written report of the activities of the office to the Board of Trustees and the House.

8. Furnishing a bond in an amount designated by the Board of Trustees before entering upon the above duties.

9. Acting as executive editor of the JOURNAL of the Association.

10. Serving without vote as an ex-officio member of the House, the Board of Trustees, and of all committees.

11. Advising trustees of required elections to fill specific positions of their trustee regions on the Board of Trustees and committees of the Wisconsin Dental Association.

12. The Executive Director shall serve as Secretary of the Association.

B. Treasurer. Shall pay out all monies belonging to the Association on written order of the executive director; furnish surety bond in the amount required by the Board of Trustees before entering upon duties; review and approve payment of expenses of WDA officers and report on Association financial activities at each meeting of the Board of Trustees and House. Shall serve as chair of the Finance Committee and as an ex-officio member of the House and Board, without the right to vote. The treasurer is eligible to serve unlimited three (3) year terms.

Chapter VII – Committees

Section 10. Eligibility.

All voting members of all committees, including their chairmen, must be members in good standing in the Association at the time of their appointment or election, and must maintain such standing during their tenure on the committee.

Section 20. Quorum.

A majority of the voting members of any committee shall constitute a quorum for the transaction of business.

Section 30. Committee Reports.

Each Ad Hoc committee, as well as the committees of the House, shall submit an annual written report to the House through and within the time fixed by the executive director’s office, together with any other reports which may be requested by the House or the Board of Trustees. In addition, each Ad Hoc committee, as well as the committees of the House, shall report directly on actions and conclusions to the Board of Trustees and/or the House on request.

Section 40. Committee Privileges.

By invitation, chairmen and members of all committees who are not members of the House or Board of Trustees may present reports in person to either body, and participate in the debate thereon, but shall not have the right to vote.

Section 50. Duties.

Each committee shall perform those duties respectively assigned to it by the House or the Board of Trustees.

Section 60. Liaison.

All officers shall serve in an ex-officio capacity to the committees of this Association, and trustees shall be appointed to serve as liaison to specific committees on behalf of the Board of Trustees.

Chapter VIII – Scientific Session

Section 10. Object.

The scientific session of this Association is established to foster the presentation and discussion of subjects pertaining to the science and art of dentistry.

Section 20. Time and Place.

A scientific session shall be held annually at a time and place selected by the Board of Trustees. Such selection shall, if practical, be made at least one year in advance. The selected time and place for holding any session may be changed, if necessary, by a three-fourths vote of the voting members of the Board, and such change shall be made at least sixty (60) days prior to the time selected for the session.

Section 30. Management and General Arrangements.

The Committee on the Annual Session shall provide for the management of, and make all arrangements for, each scientific session not otherwise provided for in these Bylaws, subject to review by the Board of Trustees.

Section 40. Commercial Exhibits.

Products of the dental supply trade and laboratories, and other products, may be exhibited at each Annual Scientific Session under the direction of the Committee on the Annual Session, subject to review by the Board of Trustees.

Section 50. Admission.

Admission to meetings of the scientific session shall be limited to members of this Association who are in good standing, and to others invited in accordance with rules and regulations established by the Committee on the Annual Session, subject to review by the Board of Trustees.

Chapter IX – Special Meetings of the Membership

Section 10. Quorum.

A quorum for a special meeting of the membership shall consist of 20 percent of the then current membership.

Section 20. Powers.

The membership at a special meeting shall have the power to consider and act upon appropriate matters other than those set forth in Chapter III and IV of the Bylaws relating to the powers, duties, structure and proceedings of the House and the Board of Trustees respectively.

Section 30. Meetings.

A special meeting of the membership may be called by the president or by a petition signed by 10 percent of the voting members. The petition must be signed by at least three members from each trustee region with no more than one-third of the petitioners being members of any one trustee region. The purpose of the special meeting of the membership is to consider such business as shall be noticed in the call, and is elsewhere authorized in these Bylaws. The time and place of any such meeting shall be determined by the president, and notice thereof shall be given to all members not less than thirty (30) days prior to the date fixed for such meeting.

Section 40. Voting.

Each active, life, retired, full-time faculty and state public health dentist member in actual attendance at any special meeting of the membership shall be entitled to vote on each matter presented. Members not in actual attendance at a meeting shall not be permitted to vote by proxy or any other means.

Chapter X – Publications

Section 10. Official Journal.

This Association shall publish or cause to be published an official journal under the title of The JOURNAL of the Wisconsin Dental Association (commonly referred to as the WDA Journal). The Board of Trustees shall determine its size and the frequency of publication.

Chapter XI – Finances

Section 10. Membership Dues.

The annual dues of this Association plus the current dues of the American Dental Association and the individual component society shall be due on January 1 of each year. At the option of the component dental society, the total amount of these tripartite dues may be payable to this Association. The Association shall remit the requisite amount due to the American Dental Association on a monthly basis and shall remit the requisite amount due to each component society on the first day of February, May, August and November with any remaining dues collected paid prior to the end of the dues paying year.

Members shall have two options in remitting tripartite dues: (1) payment in full no later than March 31 of the current year; (2) payment in six equal installments, due December 15 preceding the dues year, January 15, February 15, March 15, April 15 and May 15 of the current year. Partial payments of dues are not refundable.

Section 20. Fiscal Year.

The fiscal year of this Association shall begin January 1 and end December 31.

Section 30. General Fund.

The general fund shall consist of all moneys received, other than those specifically allocated to other funds in these Bylaws. This fund shall be used for defraying all expenses incurred by this Association not otherwise specifically allocated by these Bylaws, or by appropriate action of the House or Board of Trustees.

Chapter XII – Indemnification of Officers, Trustees, Employees, Agents and Committee Members

A. This Association shall indemnify any person who was or is a party, or who was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative, and whether with or without merit (other than an action by or in the rights of the Association) by reason of the fact that he or she is or was a trustee, director, officer, employee, or agent of the Association or a member of any committee of the Association operating pursuant to the Bylaws of the Association or established by The Association against expenses, including attorneys’ fees, judgment, fines, and amount paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, either before or after such action, suit or proceeding is commenced, if he or she acted in good faith and in a manner he or she had reasonable cause to believe was in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she had reasonable cause to believe was in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

B. This Association shall indemnify any person who was or is a party or who was or is threatened to be made a party to any threatened, pending, or completed action or suit, whether with or without merit, by or in the right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a trustee, director, officer, employee, or agent of the Association, or a member of any committee of the Association operating pursuant to the Bylaws of the Association or established by the Association against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of such action or suit, either before or after such action or suit is commenced, if he or she acted in good faith and in a manner he or she had reasonable cause to believe was in or not opposed to the best interests of the Association except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of duty to the Association unless and only to the extent that the court in which such action or suit was brought or another court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as such court shall deem proper.

C. To the extent that a trustee, director, officer, employee, agent, committee member has been successful on their merits or otherwise in defense of any action, suit, or proceeding referred to in A or B of this Chapter XII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred in connection therewith.

D. Any indemnification under A or B of this Chapter XII (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the trustee, director, officer, employee, agent, committee member is proper in the circumstances because of meeting the applicable standard of conduct set forth in A or B of this Chapter XII. Such determinations shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion, or (c) by the House.

E. Expense, including attorneys’ fees, incurred by a trustee, director, officer, employee, agent, committee member in defending any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether threatened, pending, or completed, or whether by or in the right of the Association, may be paid by the Association prior to the time such person is made a formal party to any such action, suit, or proceeding, or in advance of the final disposition of any such action, suit, or proceeding. Authorization for payment of such expenses, including attorneys’ fees, shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of trustees who are or were not parties to any such action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested trustees so directs, by written opinion of independent legal counsel that indemnification of such person is permissible, or (c) by the House upon receipt of an undertaking by or on behalf of such trustee, director, officer, employee, agent, committee members to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Association as authorized in this Chapter XII.

F. The indemnification provided by this Chapter XII shall not be deemed exclusive of any other rights to which an indemnified person may be entitled, as a matter of law, or under any agreement, by law, vote of members of disinterested trustees or otherwise, both as to action in an official capacity as a trustee, director, officer, employee, agent committee member, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee, director, officer, employee, agent, committee member, or who has ceased to act in such other capacity and shall inure to the benefit of the heirs, executors, and administrators of such a person.

G. This Association may purchase and maintain insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Association or a member of any committee of the Association operating pursuant to the Bylaws of the Association or established by the Association, or is or was serving at the request of by designation of the Association as a trustee, director, officer, employee, agent, or committee member or another association, corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against and incurred by the individuals in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify the individual against such liability under the provisions of this Chapter XII.

Chapter XIII – Amendments

These Bylaws may be amended at any meeting of the House by a two-thirds vote of the members present and voting.

Chapter XIV – Referendum

The House or Board of Trustees may, by a two-thirds vote of those present and voting in whichever body initiates the action, order a mail referendum by all voting members on any question pending before the initiating body. A majority vote of the members who vote on the referendum question shall decide the issue.

Chapter XV – Rules of Order

The House, Board of Trustees, special meetings of the membership and all committees of the Association shall be governed by applicable and appropriate provision of American Institute of Parliamentarian’s Standard Code of Parliamentary Procedures, as from time to time revised, provided that any of the above may make its own rules of procedure to the extent that they are consistent with these Bylaws or with general law.

Chapter XVI – Principles of Ethics

The Principles of Ethics and Code of Professional Conduct of the American Dental Association shall be the principles of ethics of this Association. These basic Principles, together with Advisory Opinions issued by the American Dental Association and interpretations approved by this House, shall constitute the entire body of the Principles of Ethics for the Wisconsin Dental Association, and this instrument in its entirety shall be utilized at the component and State Association level for resolving all problems arising out of ethical violations.

Chapter XVII – Conflict of Interest

It is the policy of this Association that all individuals who serve as elective, appointive and employed offices and positions (“subject persons”) do so in a representative or fiduciary capacity requiring loyalty to the Association. At all times while serving in such offices and positions, subject persons shall further the interests of the Association as a whole.

Subject persons have an absolute obligation to be sensitive to actual and potential conflicts of interest between their own interests and those of the Association. Whenever a subject person perceives the existence of an actual or potential conflict of interest, he or she shall fully disclose the same to the appropriate Association body and officials and shall remove himself or herself and shall refrain from all deliberations, discussions, and decisions relating to all subject topics.

Subject persons whose actual and potential conflicts of interest reach a level of frequency or magnitude so as to impede their overall ability to continue to meet their obligations to the Association must resign or be removed from their elective, appointive or employed positions even after full disclosure.

Any member who has been appointed to the Dentistry Examining Board, or its successor, shall be deemed to have an actual conflict of interest with the Board of Trustees and any committee that deals with state legislation or regulation governing the practice of dentistry, and shall not serve on any such entities so long as he or she is a member of the Dentistry Examining Board. Any member’s service as an elected member of any federal, state, county, municipal or other governmental body does not necessarily create a conflict with the interests of the Association.

Chapter XVIIII – Removal from Office

Section 10.  Basis for Removal.

A member of the Board of Trustees or an elected or appointed officer may be removed from their position (“Position”) for Cause, as defined herein, in accordance with the provisions of this Chapter. For purposes of this Chapter, Cause shall include commission of a felony, any act of fraud, dishonesty, or other action evidencing moral turpitude, failure to perform the duties regularly attributed to the Position, or repeated and public opposition to Association policies or positions as adopted by the House of Delegates or the Board of Trustees. In addition, failure of an individual to maintain the class of Association membership required for the Position in question shall constitute Cause and shall be automatic grounds for removal.

Section 20.  Initiation of Removal

In the case of an individual who has failed to maintain a required class of Association membership, the individual may be removed from their Position upon ten (10) days advance notice from the President (or, if such person is the President, upon receipt of notice from the President-Elect); provided that the President (or President-Elect) shall have confirmed with the Executive Director, prior to issuance of the notice, that the individual in question has not maintained or no longer qualifies for the class of Association membership required by their Position. If the failure to maintain membership is inadvertent and correctible, the individual may prevent the removal from becoming effective by correcting the failure within the ten (10) day period following receipt of notice. For purposes of this Chapter, any required notice, submission, or response shall be deemed received when sent via e-mail to the intended recipient’s last known e-mail address or, if mailed by first-class U.S. Mail to the individual’s last known address or if applicable to the Association’s offices, on the third (3rd) day after posting.

In the event of Cause not related to Association membership status, removal proceedings may be instituted by a written compliant, which may include substantiating evidence to the extent applicable or appropriate, and which is either (i) signed by any twenty (20) or more voting members of the House of Delegates and submitted to the Board of Trustees, or (ii) initiated by the Board of Trustees by at least one-third (1/3) of the Board members eligible to vote.

Section 30.  Procedure

Upon receipt by the Board of a properly signed complaint, from the House or Board, the President (or if the complaint concerns the President the President-Elect) shall within ten (10) days of such receipt or approval provide notice to the affected individual as to the contents of the complaint and the nature of any accompanying evidence. The affected individual shall have ten (10) days in which to either resign their Position or advise the President or President-Elect, as the case may be, of their intent to contest the complaint. A complaint may be contested as to (i) whether the allegations in the complaint, if true and accurate, would constitute grounds for removal, (ii) the truth and accuracy of the complaint, or (iii) both.

If the individual chooses to contest the complaint on any grounds, they shall communicate that intent to the President (or President-Elect) and shall then have ten (10) days in which to submit in writing (which may be provided in electronic/e-mail form) whatever response, evidence or argument they may wish to provide. Upon receipt of such response, the President (or President-Elect) shall appoint a committee of not less than three (3) nor more than five (5) members of the Board of Trustees to investigate the complaint and report with a recommendation to the full Board, in executive session, at the next regularly scheduled Board meeting. The Board shall then act to approve or reject such recommendation, with a two-thirds (2/3) vote of the members of the Board in attendance being required to result in removal of the person from his or her Position. If the Board of Trustees vote results in removal, the President (or President-Elect) shall immediately give notice to the person involved and removal shall be immediate, except as subject to the appeal process provided herein.

Section 40.  Appeal Process

An officer or Trustee who has been removed from their Position by action of the Board of Trustees may appeal from the removal decision by providing a notice of appeal, together with whatever appeal materials, evidence or argument they may wish to provide (which may be provided in electronic/e-mail form), to the Speaker of the House within ten (10) days of receipt of notice of the Board of Trustees’ decision. Upon receipt of such appeal by the Speaker, the Speaker shall (i) notify the Board of Trustees (which shall treat the individual as suspended from their position (rather than removed) during pendency of the appeal), (ii) convene the Credentials Committee of the House of Delegates to consider the appeal (providing the Credentials Committee with all relevant materials, including but not limited to the Complaint, all materials submitted to the Board in connection with their deliberations, all materials presented to the Speaker by the person appealing, and any record relating to the decision of the Board), and (iii) preside over a meeting of the Credentials Committee to consider the appeal and to be held within fifteen (15) days of the Speaker’s receipt of the notice of appeal. Following such meeting, the Credentials Committee shall decide, within five (5) days, by majority vote, to uphold or reverse the Board decision. The Speaker shall then advise the individual, as well as the Board, of the Credentials Committee’s decision. The decision of the Credentials Committee shall be final, with no further right of appeal. If the decision of the Board is reversed, the Board shall immediately reinstate the successful appellant to his or her Position. If the Board decision is upheld, the individual shall be immediately removed from the Position in question.

Section 50.  Replacement

Upon removal of an officer or trustee, the vacancy shall be filled in accordance with these Bylaws in the same manner as if any removed person had resigned from his or her Position.

WDA