CONSTITUTION & BYLAWS

 

CONSTITUTION & BY-LAWS
Of The
DENTAL ALUMNI ASSOCIATION
Of
UMDNJ-NEW JERSEY DENTAL SCHOOL

 

 ARTICLE I          NAME

The name of the Association shall be: Dental Alumni Association of the University of Medicine and Dentistry of New Jersey. The term University of Medicine and Dentistry of New Jersey (UMDNJ) shall be used to include all predecessor Dental Schools.

1. Seton Hall College of Medicine and Dentistry.
2. The New Jersey College of Medicine and Dentistry.
3. The College of Medicine and Dentistry of New Jersey at Newark.
4. The College of Medicine and Dentistry of New Jersey.



     ARTICLE II        MISSION 

The Dental Alumni Association of UMDNJ Dental School serves and supports its members in the advancement of relationships between the Association, the Dental School and the Professional Community at large. The Association also fosters, enhances and maintains the reputation of the New Jersey Dental School, its graduates and the profession of Dentistry.


ARTICLE III         MEMBERSHIP  

Section 1 - Definition
The membership of the Association shall be composed of Active members, Faculty members, Associate members, Honorary members, Life members and Student members.

Section 2 - Categories

a) Active Members shall be dues paying members, who graduated from the University of Medicine and Dentistry of New Jersey – New Jersey Dental School and its predecessors, who received their Dental Doctorate Degree (DDS or DMD). All others who have completed no less than two years in a Graduate or Postgraduate Program at the New Jersey Dental School will also be offered active membership. These members shall be represented by one duly elected Delegate and one alternate Delegate from each program, alternating odd and even years. Only active members are eligible to hold office.

b) Faculty Members shall be dues paying members who are on the Dental School Faculty and who have held or currently hold an academic appointment. They shall be represented by one delegate and one alternate delegate, who is elected by faculty members and approved by the Board of Directors. They shall have one vote.

c) Associate Members shall be dues paying members. They are invited and elected to membership by the Board of Directors. They shall be represented by one Delegate and one alternative Delegate, who are elected by active members from each respective group listed below. They shall have one vote. They may include:

1. Administration Personnel
2. Graduates from the Dental Hygiene Program
3. Graduates from the Dental Assistant Program
Graduates from the Dental Hygiene and Dental Assistant Program must currently hold an Academic Appointment at UMDNJ Dental School or affiliated Schools.

d) Honorary Members shall be elected by the Executive Board to membership for significant contributions to the Dental Alumni Association. They shall pay no dues, have no voting privileges nor hold office.

e) Life Members may be conferred to an Alumnus/Alumna who has been an active member in good standing for 35 consecutive years, and age of, and after 65 years, who abide by the code of Ethics of the American Dental Association. They shall retain all the privileges of active members. They shall pay no dues.

f) Student Members are students in good standing at the UMDNJ-Dental School. They shall pay no dues. There shall be a Student Representative who is elected by the Senior Class and approved by the Executive Board, whose approval shall not unreasonably be denied.

Section 3 - Good Standing
Only members in good standing may be eligible to vote or be elected Officer or Delegate. In order to be in good standing, the member must abide by the Code of Ethics of the American Dental Association and be a dues paying member where indicated.

Section 4 - Dues
Membership dues shall be established as detailed in Article V, Section 3h and shall be assessed annually. The dues shall be due January 1st of each year.

ARTICLE IV         EXECUTIVE BOARD

Section 1 - Officers
The Executive Board of this Association shall consist of a President, a President-Elect, a Vice President, a Secretary/Treasurer and Immediate Past President and none shall hold more than one office simultaneously except in the case of a vacancy in the office of the Vice President and/or Secretary/Treasurer. In this instance, one individual shall perform the duties of both officers until a new Secretary/Treasurer is elected at the next election of Delegates.

Section 2 - Duties
The powers and duties of the Executive Board shall be:

a) To conduct the general business and executive control of this Association.
b) To elect Honorary Members to the Association as provided in Article III, Section 2d.
c) To approve the student representative elected by the senior class as provided in Article III, Section 2f.

Section 3 - Term
Each Officer shall serve one full term of two years, or until a successor has taken office.

Section 4 - President
The powers and duties of the President shall be:

a) To act as chief administrative officer and legal head of the Association.
b) To preside as the chairperson at all meetings, except meetings of the Nominating Committee.
c) To act as or appoint a designee as liaison with the appropriate individuals, divisions or departments of UMDNJ, New Jersey Dental School or other individuals, groups or organizations.
d) To cast a deciding vote in all cases of a tie.
e) To sign all necessary documents and co-sign all checks.
f) To appoint committee chairpersons and members to the standing and special committees of this Association as provided in Article VIII, Sections 2 and 3.
g) To call special meetings of the Executive Board and/or Board of Directors as provided in Article VI, Sections 2 and 3.
h) To fill vacancies in the Board of Delegates as provided in Article V, Section 4.
i) To fill vacancies of a committee chairperson as provided in Article VIII, Sections 2 and 3.
j) To serve as an ex-officio member of all committees.
k) To appoint a Nominating Committee, and serve as a voting member of that committee as provided in Article VII, Section 1.
l) To perform other duties as they arise.

Section 5 - President-Elect
The powers and duties of the President-Elect shall be:

a) To serve as President in the event the President is incapacitated, resigns or is removed from office as provided in Section 9(a) of this Article.
b) To serve as President when the preceding President’s term of office expires.
c) To be responsible for the interpretation of, adherence to and changes to these By-Laws.
d) To serve as a voting member of the Nominating Committee as provided in Article VII, Section 1.

Section 6 - Vice President
The powers and duties of the Vice President shall be:

a) To serve as President-Elect in the event the President-Elect is incapacitated, resigns or is removed from office as provided in Article V, Section 3(g).
b) To serve as President in the event the President and President-Elect are incapacitated or vacancies occur in those offices.
c) To serve as President-Elect when the preceding “President-Elects” term of office expires.
d) To serve as Parliamentarian of the Executive Board and Board of Directors.
e) To serve as Chairperson of the bi-annual Installation Meeting.
f) To co-chair the Budget and Finance Committee as provided in Article VIII, Section 1(d).
g) To perform the duties of the Secretary/Treasurer in the event of a vacancy in that office until a new Secretary/Treasurer is elected at the next election of Delegates.


Section 7 - Secretary/Treasurer

The powers and duties of the Secretary/Treasurer shall be:

a) To oversee and be responsible for the minutes of all meetings.
b) To oversee and be responsible for the finances and financial reports of the Association.
c) To co-sign checks and other financial reports and documents of this Association.
d) To co-chair the Budget and Finance Committee as provided in Article VIII, Section 1(d).
e) To serve as Vice President in the event the Vice President is incapacitated or a vacancy occurs in that office.
f) To serve as Vice President when the preceding “Vice Presidents” term of office expires.

Section 8 - Immediate Past President
The powers and duties of the Immediate Past President shall be:

a) To serve as an ex-officio member of the Executive Board with voting privileges.
b) To serve as Chairperson and voting member of the Nominating Committee as provided in Article VII, Section 1.

Section 9 - Vacancies and/or Removal from Office

a) The President may be removed from office for cause, upon recommendation from the Vice President, Secretary/Treasurer, and Immediate Past President, by the Board of Directors as provided in Article V, Section 3(f).
b) In the event a member of the Executive Board is incapacitated, resigns or is removed from office for cause by the Board of Directors, as provided in Article V, Section 3(g), the officer who is next in rank automatically moves up to fill the vacancy assuming all the powers, responsibilities and privileges of that office.
c) In the event of a vacancy in the office of Secretary/Treasurer, the vacancy is filled at the next election of Delegates.
d) In the event of a vacancy in the office of Immediate Past President, the preceding Immediate Past President will assume that office.

ARTICLE V          BOARD OF DIRECTORS

Section 1 - Composition
The Board of Directors shall consist of the Executive Board and the Board of Delegates, Delegates and alternate Delegates (one from each class) from the Graduate Program, whose number is dictated by Article III, Section 2, one Faculty Delegate and one alternate Delegate, one Associate Delegate and one alternate Delegate and one Senior Student Representative.

Section 2 - Term
Each Delegate shall hold office for a term of two years.

Section 3 - Power and Duties
The power and duties of the Board of Directors shall be:

a) To oversee the affairs of the Association in accordance with the Certificate of Incorporation and By-Laws of this Association.
b) To establish rules of conduct of its own meetings
c) To make available an Annual Report of the Board’s transactions upon request of the membership.
d) To approve the Faculty Members elected to the Board as proved in Article III, Section 2(b).
e) To elect Associate Members to this Board as provided in Article III, Section 2 (c).
f) To approve removal of the President as provided in Article IV, Section 9(a), by a two-thirds (2/3) vote of the members in good standing, present and voting. [At least one-third (1/3) of the total number of fully privileged Delegate members of this Board, as of the previous November 1st must be present. A motion for removal from office cannot be voted upon at the Board of Directors meeting at which the motion is made. The Board of Directors, by a two-thirds (2/3) vote of those Board members present and voting, may suspend the Officer/Delegate pending a final determination that cause exists for removal.]
g) To remove for cause any officer of the Executive Board or any Delegate of this Board by a two-thirds (2/3) vote of the fully privileged members in good standing, present and voting.
h) To establish the dues for each membership category, as recommended by the Budget and Finance Committee, by a majority vote of the Delegates present and voting. The Board may reduce or waive dues for individual members in any membership category by a majority vote.
i) To approve Presidential appointments of chairpersons to standing committees by a majority vote as provided in Article VIII, Section 2.

Section 4 - Vacancies
a) If a Delegate becomes incapacitated, resigns or is removed from the Board, the vacancy shall be filled by Presidential appointment, with a majority vote of the Board of Directors.
b) In the absence of a Delegate, the Alternate Delegate, must be approved by a majority vote of the Board of Delegates, shall be in attendance with voting privileges.

ARTICLE VI          MEETINGS

Section 1
The Board of Directors shall have an annual meeting for the transaction of business of the Association. The time and place of this meeting shall be determined by the Executive Board.

Section 2
A special business meeting of the Association may be convened by a majority vote of the Executive Board.

Section 3
Members shall be notified of a special meeting of the Association at least fourteen days (14) in advance of such meeting.

Section 4
Sturgis Standard Code of Parliamentary Procedure shall be parliamentary authority at all meetings. The Vice President, as stipulated in Article IV, Section 6, shall be the Parliamentarian.

Section 5
The Board of Directors shall convene a minimum of four (4) times a year.

Section 6
During the periods between meetings of the Board of Directors, the Executive Board shall conduct the management of affairs of this Association.

Section 7
A minimum of one-third (1/3rd) of the total number of the Board of Directors, including one (1) member of the Executive Board, shall constitute a quorum to conduct business at the Board of Directors meeting.

ARTICLE VII         NOMINATIONS AND ELECTIONS

Section 1
At least ninety (90) days before the annual meeting, the President shall appoint a Nominating Committee, which shall consist of the Immediate Past President, who shall act as Chairperson, the President, the President-Elect and two delegates at large, voted in at the Board of Directors meeting.

Section 2
The incumbent President-Elect, Vice President and Secretary/Treasurer shall become President, President-Elect and Vice President at the bi-annual meeting of the Association and shall remain in that capacity until succeeded by incoming members to the Executive Board.

Section 3
The Secretary/Treasurer and Delegates shall be elected by mail ballot by the members of this Association and shall take office at the Installation Meeting bi-annually. Alternate Delegates will be elected in the same manner and shall take office at the first Board of Directors meeting following their election.

Section 4
At least ninety (90) days before the annual meeting any member of the Board of Directors may furnish the Nominating Committee with a list of preferred nominees. Such recommendations, however shall not be binding.

Section 5
The Nominating Committee will make nominations for Secretary/Treasurer and Delegates.

Section 6
At least sixty (60) days before the annual meeting, the Nominating Committee’s nominations for Delegates shall be made available by the Alumni Affairs Coordinator to all members of the Association, together with a notice that independent nominations may be made by mail, e-mail or fax, and must be received by the Alumni Affairs Coordinator forty-five (45) days in advance of the annual meeting. These independent nominations, to be valid, must include the signatures of at least five (5) active alumni in good standing. Nominations for Secretary/Treasurer are held bi-annually. Odd and even year Delegate elections shall be held alternating years annually, odd year Delegates being elected in odd years and even year Delegates in even years.

Section 7
The Alumni Affairs Coordinator shall present the final ballot, including write-in nominations to the members by mail thirty (30) days before the annual meeting. Ballots must be the in hands of the Alumni Affairs Coordinator fifteen (15) days before the annual meeting.

Section 8
A majority of votes, cast by mail ballot and counted by the Alumni Affairs Coordinator and any member of the Board of Directors, shall elect the Secretary/Treasurer to that office and Delegates to the Board of Directors.

Section 9
In the event there are no independent nominations for the Secretary/Treasurer’s office, the nominee selected by the Nominating Committee shall be declared elected, and Section 7 of this Article shall not be exercised.

ARTICLES VIII      COMMITTEES

Section 1

Standing Committees of the Association shall consist of:

a) Scholarship and Awards Committee
This Committee will be responsible for the selection of scholaraship awardees, evaluation of new scholarships and re-evaluation of current ones.


b) Nominating Committee
Outlined in Article VII, Section 1.


c) Planning and Development Committee
This Committee will develop long-range projects and any programs that will benefit the Dental Alumni Association.


d) Budget and Finance Committee
This Committee shall be co–chaired by the Secretary/Treasurer and Vice President. It shall oversee fundraising and the long and short-term financial investment affairs of the Association including investigation, recommendation and implementation of the Association investments. The dues for the Association shall be recommended by this Committee upon approval vote of the Board of Directors as provided in Article V, Section 3(h).


e) Events Committee
This Committee will be responsible for arranging alumni activities at major dental conventions and other functions as directed by the Board of Directors.


f) Membership Committee
This Committee will be the function of this Committee to develop programs, to recruit new alumni members and to develop programs to retain the membership of the Dental Alumni Association.


g) Editorial Committee
1) The chair of the Editorial Committee shall serve as Editor of the association’s biannual magazine.
2) The Editor shall serve a 5-year renewable term of office. An individual may serve consecutive 5-year terms.
3) The Editor shall be responsible for all publications of the association.
4) The Editor shall appoint the members of the Editorial Committee.
5) The Editor shall provide a committee report at each meeting of the Board of
Directors.

h) Coming Together Affair Committee
1) The chair shall serve a 5-year renewable term. An individual may serve consecutive terms.
2) The chair shall appoint the members of the “Coming Together Affair” Committee.
3) The “Coming Together Affair” Committee shall be responsible for the planning of the association’s annual fall fund raising dinner.
4) The “Coming Together Affair” Committee shall select the dinner’s honoree(s), which shall be subject to review by the Executive Board.

Section 2 - Chairpersons
Appointments of Chairperson to Standing Committees shall be made by the President with the approval of a majority of the Board of Directors.


Section 3 - Special Committees
The President shall make appointments to Special Committees. A Special Committee shall not usurp the rights and functions of a Standing Committee.

ARTICLE IX         FIANANCES

Section 1 - Fiscal Year
The fiscal year of the Association shall begin July 1st and end June 30th.

Section 2 - Checking Account
This Association shall maintain a checking account at a New Jersey bank to be chosen by the Executive Board. The account shall be used for normal business transactions of this Association. Checks drawn over $10,000 shall require two signatures. The approved signatures of the account shall be the Secretary-Treasurer and any other Executive Board Officer.

Section 3 - Saving and/or Investment Accounts
The Association may maintain savings and/or investment accounts as approved by the Executive
Board. The Executive Board will also stipulate the rules governing the management of each
account.

Section 4 - Annual Audit
All accounts of the Association shall be audited annually by a certified accountant to be named
by the Executive Board. A written report shall be presented to the Executive Board and
reviewed.

ARTICLE X          AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

This Constitution and By-Laws may be amended by a two-thirds (2/3rds) affirmative vote of the fully privileged members in good standing by write-in, if vote is taken via mail, fax or other means, or by those members present and voting at any regular or special general membership meeting. The proposed amendment shall have been published and mailed or e-mailed to the membership thirty (30) days prior to its being voted on.

ARTICLE XI         INDEMNIFICATION

The Association shall indemnify and hold harmless each Director, each Officer and each Member of a Committee now and hereafter serving the Association from and against any and all claims and liabilities to which he may be or may become subject by reason of his now or hereafter being or having heretofore been a Director, Officer and/or Member of a Committee of the Association and/or by reason of his alleged acts or omissions as a Director, Officer and/or Member of a Committee as aforesaid and shall reimburse each Director, each Officer and each Member of a Committee of the Association for all legal and other expenses reasonably incurred by him in connection with defending against such claims or liabilities provided, however, that no Director, Officer or Member of a Committee shall be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of his own willful negligence or willful misconduct. The foregoing rights of Directors, Officers and Members of a Committee shall not be exclusive of other rights to which they may be entitled by law.

ARTICLE XII         DISSOLUTION

Upon dissolution of this Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organization created for the benefit of the profession of Dentistry, as selected by the Board of Directors. The Association shall use its funds only to accomplish the objectives and purposes specified in these By-Laws and no part of said funds shall be distributed to the members of the Association.

 

 

 


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