ARTICLE ONE. MEMBERS

 

SECTION 1. General. The membership of this Corporation shall include Member Boards and Associate Members as provided below.

 

A. The membership of this Corporation shall include the State Boards of Dental Examiners of each State which has signed a written agreement with this Corporation agreeing to accept the results of the dental and/or the dental hygiene examination(s) conducted on forms and by methods developed by this Corporation. 

 

The term “State Board of Dental Examiners” shall be construed to mean the statutory body granted the authority to examine candidates for, or advise with respect to, licensure of dentists or dental hygienists under the state’s law in effect at the time the determination is made. (State Boards of Dental Examiners which are members of this Corporation are hereinafter referred to as “Member Boards.”) Additional State Boards of Dental Examiners may be admitted as Member Boards by a majority vote of the Board of Directors of this Corporation, subject to compliance with these Bylaws.

 

Each Member Board shall have one vote to cast on all matters submitted for a vote of the Members. The vote shall be cast by a dentist representative or the Executive Director designated by each Member Board provided that the dentist representative designated by a Member Board shall be or has been an active member of that Member Board. Member Boards will be entitled to vote on matters related to the examination(s) that they accept.

 

B. Dental Hygiene/Consumer Representation. As provided in Section 2, below, the membership of this Corporation is divided into twelve (12) districts. Each district shall elect one (1) dental hygiene representative and one (1) consumer board member representative who are or have been members of a Member Board to attend and participate in annual meetings of Members of this Corporation with vote.

 

The term “Voting Member” shall refer to those Members described in subsections A and B, above.

 

C. Associate Members. The following organizations shall be admitted as associate, non-voting Members upon payment of an admission fee and annual dues, as provided below:

American Dental Association

American Student Dental Association

American Dental Education Association

American Dental Hygienists’ Association

National Examining Board of Canada

Canadian Dental Association

National Board of Medical Examiners

Federation of State Medical Boards

 

Each Associate Member may designate one (1) representative to attend and participate in the annual meeting of Members with voice but without vote.  As used herein the term "Member" shall be deemed to refer to both "Member Boards" and "Associate Members".

 

SECTION 2. Districts. The States whose Boards of Dental Examiners are Members of this Corporation shall be divided into twelve (12) districts (ADEX Districts). The initial districts shall be adopted by the Board of Directors, and set out in Exhibit A, attached. Thereafter changes in the districts may be proposed by the Board of Directors or the voting members subject to the approval of the Voting Member Representatives at the annual meeting of the Members to be known as the House of Representatives; however, the House of Representatives by a 2/3 vote of the Members present and voting may at its discretion direct the Board of Directors to redistribute the states within the twelve (12) districts and this redistribution shall be effective at the opening of the next annual meeting.

 

 SECTION 3. Annual Meeting. The annual meeting of the Member Representatives shall be held, on a date designated by the Board of Directors that does not conflict with any participating testing agency’s annual meeting, for the election of Directors and the transaction of such other business as may come before the body. At the annual meeting the Members shall receive an annual report, in accordance with Article Two, Section 16, of these Bylaws.

 

SECTION 4. Special Provisions Relating to Annual Meeting of Members. The assembly of the Member Representatives at the annual meeting of the Members of this Corporation shall be known as the “House of Representatives.” The Member Representatives of this Corporation, by majority vote, may adopt such rules and procedures as may be deemed necessary, from time to time, for the orderly conduct of the House of Representatives, including limitation of debate, provided, however, that all matters submitted to a vote of the House of Representatives shall be voted upon by the Members as provided in Section 10, below.

 

SECTION 5. Special Meetings. Special meetings of the Member Representatives, for any purpose or purposes, unless otherwise prescribed by statute, may be called by majority vote of the Board of Directors and shall be called by the President at the request of twenty-five percent (25%) of the Voting Members of this Corporation.

 

SECTION 6. Place of Meeting. The Board of Directors may designate any place, unless otherwise prescribed by law, as the place of meeting for any annual or special meeting of the Member Representatives.

 

SECTION 7. Notice of Meeting. Written notice stating the place, day and hour of the annual meeting shall be given to each Member at least Fifty (50) days before the meeting date. Notice of any special meeting of Members shall state the purpose or purposes for which the meeting is called, and shall, unless otherwise prescribed by statute, be delivered not less than ten (10) days, nor more than thirty (30) days before the date of the meeting, either by mail or commercial delivery system, or at the direction of the President, or the Secretary, or the persons calling the meeting, to each Member. If mailed, such notice shall be deemed to be delivered when deposited into the United States mail, or with a comparable commercial delivery system, addressed to the Member at the Member’s address as it appears in the records of the Corporation, with postage or other delivery charges thereon prepaid.

 

SECTION 8. Presiding Officer; Order of Business. Meetings of the Member Representatives shall be presided over by the President, or if that person is not present, by the Vice President. If neither the President nor Vice President is present, a chairman of the meeting to be chosen by a majority of the Member Representatives entitled to vote at the meeting who are present. The Secretary of the Corporation shall act as secretary of every meeting; but, if the secretary is not present, the Member Representatives entitled to vote at the meeting who are present, shall choose any person present to act as secretary of the meeting. The order of business shall be determined by the Executive Committee and/or the Board of Directors at the meeting preceding the annual meeting of the Member Representatives.

 

SECTION 9. Quorum. A majority of the Voting Members, represented by their duly designated Member Representatives, shall constitute a quorum at any meeting of the Members. If less than a majority of the Members are represented at a meeting, a majority of the Members so represented may adjourn the meeting from time to time provided that at least ten (10) days written notice of the date, time and place of the adjourned meeting shall be given to all Members. At the adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment while a quorum is present.

 

SECTION 10. Voting Rights. Each Member Representative of a Voting Member shall have one (1) vote on each matter coming before any annual or special meeting of the House of Representatives. 

 

SECTION 11. Termination of Membership. Notwithstanding any other provision of these Bylaws, the membership of any Member of this Corporation may be terminated as follows:

 

A. Termination of a Member may be effected by a vote of the Board of Directors if approved by the vote of the Voting Members of this Corporation upon a determination that the best interests of this Corporation will be served by the termination of that Member’s membership in this Corporation. The termination of any Member shall require the affirmative vote of two-thirds of the members of the Board of Directors and the affirmative vote of two-thirds of the Member Representatives at an annual or special meeting of the House of Representatives. Written notice of the proposed termination of any Member shall be given to each Member and each member of the Board of Directors, in the manner set out in Section 7, above, for Members and in Article Three, Section 10 for members of the Board of Directors not less than ninety (90) days before the meeting at which the question will be submitted to a vote of the Board of Directors. The termination shall be effective upon the completion of the vote.

 

 

B. The membership of any Member shall be automatically terminated if that Member ceases to meet the qualifications for membership set forth in Section 1, above, or upon the termination of an agreement between this Corporation and any Member under the terms of which the Member agrees to recognize the results of the examinations developed by this Corporation. The termination of the Member shall be effective from and after the first date upon which the Member has ceased to so qualify as a Member or upon the termination date of the agreement between the Member and this Corporation.

 

SECTION 12. Voting of a Member Membership. The membership held by a Member may be voted by the Representative designated by that Member. If the designated Representative is unable to attend, an alternate may be appointed by that Member. The designation of a Representative or an alternate shall be in writing, signed and dated by the President or Chair of the Member.

 

 

ARTICLE TWO. BOARD OF DIRECTORS

 

SECTION 1. General. The property and affairs of this Corporation shall be managed by its governing body which shall be known as the Board of Directors. The Board of Directors shall have and is invested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, or by these Bylaws, to supervise, control, direct and manage the property, affairs and activities of this Corporation, determine the policies of this Corporation, to do or cause to be done any and all lawful things for and on behalf of this Corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (1) the Board of Directors shall not authorize or commit the Corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation; (2) none of the powers of the Corporation shall be exercised to carry on activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Corporation; (3) all income and property of the Corporation shall be applied exclusively for such charitable, educational, and scientific purposes as the Board of Directors may deem to be in the public interest in any manner or by any method which the Board of Directors may from time to time deem advisable. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. No part of the net earnings or other assets of the Corporation shall inure to the benefit of any Director, Officer, or other private person having, directly or indirectly, a personal or private interest in the activities of the Corporation.

 

In addition, the duties of the Board of Directors shall include, but shall not be limited to, the responsibility of creating, maintaining and improving examinations of candidates for licensure as dentists and dental hygienists which meet the requirements of the laws and regulations which govern licensing by each of the Member Boards. The following guidelines are to be observed, together with such additional guidelines and directions as may from time to time be determined by the Board of Directors:

 

A. The Board of Directors shall direct the activities of the Dental and Dental Hygiene Examination Committees and implement those Committee recommendations approved by the Board of Directors. The Board shall direct that the National Uniform Examination content must be within the scope of practice common among the states of the Member Boards.

 

B. All functions of the Board of Directors and corporate operations shall be reported in writing at least annually to each Member. In addition corrected and approved minutes of each Board of Directors meeting shall be sent to each member and the representative of each Voting Members.

 

SECTION 2. Number, Tenure, Qualifications and Election Procedure. The number of Directors of this Corporation shall be seventeen (17). Each Director shall be elected by the Member Representatives at the annual meeting of Members (House of Representatives) and shall serve a term of three (3) years, or until their successors have been duly elected and shall have qualified. The initial Directors [named in the Articles of Incorporation] shall be assigned to three classes and shall serve terms of one, two or three years according to the class to which they are assigned. On the expiration of each term, Directors shall be elected to serve a full three-year term. No Director shall serve more than two full three-year terms; however, an initial short term shall not be included in this limitation.

 

The persons to be elected to the Board and their manner of election shall be as follows:

 

A. One dentist licensed to practice in one of the Member Board states, who is or has been a member of a Member Board within that ADEX District shall be elected to the Board of Directors from each of the twelve (12) ADEX’s Districts established as provided in Article 1, Section 2, above. The election of these Directors shall take place at the annual meeting of Members during which District Caucuses shall be scheduled and one (1) Director shall be elected from each of the twelve (12) Districts by the Member Representatives from each of the Member Board at their separate District Caucus. The results of the election shall be reported to the House of Representatives.

 

B. Two (2) dental hygienists, each of whom shall be licensed to practice in one of the Member States who is or has been a member of a Member Board shall be elected to the Board of Directors by majority vote of the Member Representatives at a meeting of the full House of Representatives during the annual meeting of Members. If there are more than two candidates, the two candidates receiving the highest number of votes shall be deemed elected.

 

C. Two (2) persons who are neither a dentist nor a dental hygienist but who are or have been a consumer representative on a Member Board shall be elected to the Board of Directors by vote of the House of Representatives.

 

D. The following persons shall serve on the Board of Directors ex officio the Chair of the Dental Examination Committee, with voice but without vote; the Chair of the Dental Hygiene Examination Committee, with voice but without vote; the Chief Executive Officer, of this corporation with voice but without vote. The Chief Operating Officer of this Corporation, with voice but without vote.

 

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Members (House of Representatives). The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. All meetings of the Board of Directors shall be open unless an Executive Session is called for by a member of the Board and approved by majority vote of the Board. Meetings of the Board of Directors (except the meeting immediately following the annual meeting of the House of Representatives) may be held by telephone conference call, provided all Directors have been given notice of the meeting, a quorum is present and those participating can hear and be heard by all other participants.

 

SECTION 4. Resignation. Any Member of the Board of Directors may resign at any time by submitting a written resignation to the Secretary of the Corporation. The resignation shall take effect at the time specified therein; and, unless otherwise specified therein, acceptance of the resignation by the Board of Directors shall not be necessary to make it effective.

 

SECTION 5. Removal. Any person serving on the Board of Directors may be removed by two-thirds vote of the other members of the Board of Directors at any regular, annual or special meeting of the Board of Directors.

 

SECTION 6. Vacancies. A vacancy on the Board of Directors shall be filled by majority vote of the Board of Directors with a person drawn from the same constituency as the person whose death, resignation or removal has created the vacancy. The person so elected shall serve only until the next annual meeting of the House of Representatives.

 

SECTION 7. Location of Meetings. All meetings of the Board of Directors shall be held at times and places or by other means as determined by the Board of Directors.

 

SECTION 8. Annual Meeting. The Board of Directors shall hold an annual meeting on the day of the annual meeting of the Members, immediately following the annual meeting of Members or at such other time and place as may be designated by the Board of Directors.

 

SECTION 9. Regular Meetings - Notice. Regular meetings of the Board of Directors shall be held with or without notice at such time or times and place or places, as shall be determined, from time to time, by resolution of the Board of Directors. Any business may be transacted at any regular meeting.

 

SECTION 10. Special Meetings - Notice. Special meetings of the Board of Directors may be called at any time by the Secretary upon the request of the President or Vice President, or upon the written request of not less than six (6) members of the Board of Directors. The place of a special meeting shall be designated in the notice. Written notice of a special meeting of the Board of Directors, stating the place, day and hour of the meeting and the purpose thereof, shall be sent to each member of the Board of Directors at least twenty-one (21) days before the day on which the meeting is to be held, delivered by registered or certified mail, return receipt requested, or by a comparable commercial delivery system, to the address on the records of the Corporation. Notice shall be deemed to be given on the date deposited in the United States mail, or with a comparable commercial delivery system, with postage or other delivery charges thereon prepaid.

 

SECTION 11. Waiver of Notice. Whenever any notice is required to be given to any Member of the Board of Directors under the provisions of these Bylaws, the Articles of Incorporation, or applicable law, a waiver of notice in writing, signed by a member of the Board of Directors shall be deemed equivalent to the giving of such notice. Attendance of a Director at any meeting shall constitute a waiver of notice of that meeting, except where the Board of Directors Member attends for the express purpose, stated at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

SECTION 12. Quorum. A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board of Directors. In the absence of a quorum, those present may adjourn the meeting to a future date, with at least seven (7) days written notice to the members of the Board of Directors, at the adjourned meeting, if a quorum is present, any action may be taken which might have been taken at the meeting as originally called.

 

SECTION 13.   Voting. Each Member of the Board of Directors shall be entitled to one vote on all questions coming before the meeting. The act of the majority of the Board of Directors members present at a meeting, at which a quorum is present, shall be the act of the Board of Directors. Proxy voting is not permitted.

 

 

SECTION 14. Actions Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members of the Board of Directors. 

 

SECTION 15. Compensation. The members of the Board of Directors shall not receive a salary for their services on the Board of Directors, but a per diem and travel expenses may be allowed for attendance at regular or special meetings of the Board of Directors in accordance with policies adopted by the Board of Directors. Nothing herein shall be construed to preclude any Member of the Board of Directors serving the Corporation in any other capacity and receiving compensation therefore.

 

SECTION 16.   Reports to Members. The Board of Directors shall cause an annual report of the activities and operations of the Corporation, including a detailed financial statement prepared by certified public accountants retained by the Corporation showing in summary form the financial affairs and transactions of the Corporation, as well as its financial position as of the close of its immediately preceding fiscal year. The annual report, as approved by the Board of Directors, shall be presented by the officers, in both oral and written form, to the House of Representatives at the annual meeting of Members.

 

SECTION 17. Committees. The President shall have the authority to appoint, with the advice and consent of the Board of Directors, such committees in addition to the standing committees authorized by Article Five of these Bylaws, as the President and the Board of Directors shall deem necessary for the operation of this Corporation.

 

 

ARTICLE THREE. OFFICERS

 

SECTION 1. Qualifications, Nomination and Election. The Officers of this Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Officers shall be elected by majority vote of the Voting Members at the Annual Meeting of the House of Representatives. Each person nominated and elected as an officer must be:

 

a) licensed as a dentist of any of the states whose Board of Dental Examiners is a Member Board, who is or has been a member of the House of Representatives; and

 

 

SECTION 2. Term of Office and Limitation of Terms. Each Officer shall serve for a term of one year or until a successor is elected, or until their death, resignation, or removal, whichever first occurs. The term of office shall commence on the first day of the month following the Annual meeting of the House of Representatives. An officer may be re-elected for up to three (3) additional one year terms.

 

SECTION 3. Duties of Officers:

 

A. The President. The President shall preside at all meetings of the Members and the Board of Directors. The President may vote only in the event the members of the Board of Directors who are present and voting cast equal numbers of votes for and against a question which has been put to a vote in that event the President may but is not required to vote. The President shall serve as an ex-officio member of all committees and shall have the power to call meetings of the Members or the Board of Directors, subject to the provisions of these Bylaws, and appoint the standing committees of the Corporation subject to the approval of the Board of Directors as provided in these Bylaws. In addition, the President shall have other powers, duties, and responsibilities as delegated to him by the Board of Directors.

 

B. The Vice President.  The Vice President shall preside at all meetings of the Members or Board of Directors in the absence of the President. The Vice President shall vote only if he or she has been elected to the Board but the Vice President may vote to break a tie, as provided in subsection A, above, if presiding in the absence of the President. In the event of the death or incapacity of the President, the Vice President shall exercise all the powers and duties granted to the President hereinabove. The Vice President shall have such other powers, duties and responsibilities as may be delegated to him by the Board of Directors.

 

C. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep a register of the post office address of each Member and Member Representative which shall be furnished to the Secretary by the Member; (e) have general charge of the books and records of the Corporation; and (f) in general perform all duties incident to the office of Secretary and other duties from time to time assigned by the President or by the Board of Directors. The Secretary shall only vote if he or she has been elected to the Board of Directors.

 

D. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give or cause to be given receipts of monies due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all monies in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform or cause to be performed all of the duties incident to the office of the Treasurer and other duties assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of these duties in a sum and with a surety or sureties determined by as the Board of Directors. The Treasurer shall only vote if he or she has been elected to the Board of Directors.

 

 

SECTION 4. Resignation. Any officer may resign by delivering a written resignation to the President or Secretary of the Corporation. The resignation shall take effect from the time of its receipt by the President or Secretary, unless some other time is fixed in the resignation, and then from that time. Acceptance of the resignation by the Board of Directors shall not be required to make it effective.

 

SECTION 5. Removal. Any Officer elected or appointed by the Board of Directors and any employee of the Corporation may be removed or discharged by a majority vote of the members of the Board of Directors present at any regular meeting or any special meeting called for that purpose, whenever, in their judgment, the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

SECTION 6. Vacancies. In the event an office becomes vacant due to the death, incapacity, resignation, or removal of the individual holding the office, the Board of Directors shall elect an individual with the same qualifications to hold that office.

 

ARTICLE FOUR. GENERAL PROVISIONS

 

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on the 30th day of June of each year.

 

SECTION 2. Banking Authority. The Board of Directors shall, from time to time, determine the rules and regulations governing the banking authority, safe deposit boxes and escrow custody safekeeping, and agency deposits or accounts of the Corporation.

 

SECTION 3. Vote by Ballot. At any meeting of the Board of Directors, upon motion duly made and carried by a majority of those entitled to vote, the voting upon any matter or question shall be by written ballot.

 

SECTION 4. Loans. The Corporation shall not loan money to any officer or any member of the Board of Directors.

 

ARTICLE FIVE STANDING COMMITTEES

 

 

SECTION 2. Articles of Incorporation and Bylaws Committee. The Board of Directors may appoint a standing committee to consider and make recommendations on all proposed changes or amendments to the Articles of Incorporation and Bylaws for action by the Board of Directors and by the Voting Members.

 

SECTION 3. Budget Committee. The Board of Directors may appoint a standing committee to review the reports of financial operations of this Corporation and to develop an annual budget to be presented to the Board of Directors for review and approval on a schedule established by the Board of Directors.

 

SECTION 4. Calibration Committee. The Board of Directors may appoint a standing committee to establish standards and procedures for the calibration of all those persons conducting, administering, and grading examinations developed by this Corporation.

 

SECTION 5. Quality Assurance Committee. The Board of Directors may appoint a standing committee to establish procedures for and conduct of a post examination analysis to be completed annually after the close of the examining season. The information developed from the examination analysis shall be provided to the Dental Examination Committee and the Dental Hygiene Examination Committee, as well as the Board of Directors and the Membership at the annual meeting of the House of Representatives.

 

SECTION 6. Examination Review Committee. The Board of Directors may appoint a standing committee to develop standards for the review of complaints received with respect to the examinations developed by this Corporation and the resolution or disposition of those complaints. 

 

SECTION 7. General Provisions - Standing Committees. For all those standing committees, the Board of Directors shall establish the size of a committee, the Members of which shall be appointed upon the recommendation of the President and the approval of the Board of Directors. 

 

SECTION 8. Ad Hoc Committees. The Board of Directors may at any time establish such other committee or committees for such purposes with such composition and for such periods of time as it may determine to be necessary or in the best interest of the Corporation.

 

SECTION 9. Dental Examination Committee.

 

A. Chair. The Chair of the Dental Examination Committee shall be appointed by the Board of Directors. Any person nominated to serve as Chair of the Dental Examination Committee must be a dentist who is, at the time of appointment licensed to practice in one of the states the Board of Dental Examiner(s) of which is a Member Board of this Corporation. The Chair shall serve a term of three (3) years or until a successor has been duly elected and qualified.

 

B. Size and Composition. Each member of this committee shall have one (1) vote except the Chairman who shall only vote in the event of a tie. The committee membership shall include:

 

i) One (1) dentist from each Member Board.

 

ii) One (1) Member Board consumer representative.

 

iii) One (1) dentist educator selected from each ADEX District.

 

iv) The Chair of the Dental Examination Committee

 

 

C. Subcommittees. The Dental Examination Committee shall appoint subcommittees in restorative dentistry, prosthetics, periodontics, endodontics and computer simulated case based exams, as well as such subcommittees as it deems necessary to the conduct of its work. The members of each subcommittee shall be appointed from among the members of this Committee.

 

D. General Provisions.

 

1. Committee Member appointments shall be effective as of the first day of the month following the annual meeting of Members. Each Member of the Committee shall serve a three-year term.

 

2. Qualifications. Each person appointed to the Committee, other than faculty members, must be a dentist actively practicing in one of the states whose Dental Board is a Member. Each faculty member must be a licensed dentist serving on the faculty of a dental school located in a state whose Dental Board is a Member.

 

E. Consultants. The Dental Examination Committee is empowered to secure the assistance of such consultants as the committee or its Chair may deem necessary from time to time. The consultants may be members of faculties of dental schools in any of the States whose Dental Boards are Members of this Corporation. Consultants are not members of this Committee and shall not vote.

 

F. Duties. The Dental Examination Committee shall have the following duties with respect to the dental examination developed by this Corporation, and such other duties as may from time to time be delegated to it by the Board of Directors:

 

1. Prepare the initial dental exams, content, procedures for administration and scoring to be distributed by this Corporation;

 

2. Review and prepare a critical analysis of content, breadth, depth and scope of all dental examinations developed by this Corporation;

 

3. Aid in preparing the content and format of the dental examinations conducted by this Corporation;

 

4. Make recommendations to the Board of Directors for improving the dental examinations;

 

5. Serve in any other capacity as determined by the Board of Directors; and

 

6. Prepare and present regular reports to the Board of Directors containing its recommendations, suggestions and actions with respect to the dental examinations.

 

SECTION 10. Dental Hygiene Examination Committee

 

A. Chair. The Chair of the Dental Hygiene Examination Committee shall be appointed by the Board of Directors. Any person nominated to serve as the Chair of the Dental Hygiene Examination Committee must be a licensed dental hygienist who has served as an Examiner for this Corporation and who is, at the time of appointment, licensed to practice in one of the states where the Board or Committee responsible for qualifications and licensure of dental hygienists (sometimes referred to in this Section as “Dental Hygiene Boards” is a Member of the Corporation. The Chair shall serve a term of three (3) years or until a successor has been duly elected and qualified.

 

B. Size and Composition. This committee shall be composed of fifteen (15) members, one of whom shall be the Chair. Each member of this committee shall have one (1) vote except the Chair who shall only vote in the event of a tie. The committee membership shall include:

 

i) (1) Dental Hygienist appoint from each ADEX District.

 

ii) (1) Dentist.

 

iii) (1) Board Member Consumer Representative.

 

iv) (1) Dental Hygiene Educator.

 

v)          The ADEX psychometrician (non-voting)

 

C. Subcommittees. The Dental Hygiene Examination Committee may from time to time appoint such subcommittees, as it deems necessary to conduct its work. The members of each subcommittee shall be appointed from among the voting members of this Committee. 

 

D. General Provisions.

 

1. Appointments and Term.   Committee member appointments shall be effective as of the first day of the month following meeting of member. Each person appointed to the Committee shall serve a three-year term.

 

2. Qualifications. Each person appointed to the Committee, other than the faculty member, must be a dentist or dental hygienist actively practicing in one of the states whose Dental or Dental Hygiene Board is a Member Board. The faculty member must be a licensed dental hygienist serving on the faculty of a dental or dental hygiene school located in a state whose Dental Hygiene Board is a Member.

 

E. Consultants. The Dental Hygiene Examination Committee may secure the assistance of such consultants in dental hygiene as the committee or its Chairman may deem necessary from time to time. The consultants may be members of faculties of schools of dental hygiene or dental schools in any of the States whose Dental Hygiene Boards are Members of this Corporation. Consultants are not members of this Committee and shall not vote.

 

F. Duties. The Dental Hygiene Examination Review Committee shall have the following duties and such other duties as may from time to time be delegated to it by the Board of Directors:

 

1. Develop the initial Dental Hygiene Examination of this Corporation;

 

2. Review and prepare a critical analysis of results of the dental hygiene examinations conducted by this corporation and particularly as they determine the performance of candidates;

 

3. Aid in revising the content and format of subsequent dental hygiene examinations of this Corporation;

 

4. Make recommendations to the Board of Directors for improving the dental hygiene examinations;

 

5. Serve in any other capacity as determined by the Board of Directors; and

 

6. Prepare and present regular reports to the Board of Directors containing its recommendations, suggestions and actions.

 

 

 

ARTICLE SIX. RULES OF ORDER

 

The Standard Code of Parliamentary Procedure (current edition of Sturgis) shall govern any meeting of the Members, the Board of Directors and all other committees; in the event of conflict with these Bylaws, the Bylaws control. The President or presiding Officer may appoint a parliamentarian.

 

 

 

The Corporation shall have the power to indemnify any person who is serving or has served the Corporation as a member of the Board of Directors, officer, employee, committee chairman or member, or examiner, pursuant to and to the extent authorized by K.S.A. 17-6305, as amended.

 

 

ARTICLE EIGHT. AMENDMENTS

 

Amendments to the Bylaws may only be proposed by a Voting Member or by the Board of Directors. The Bylaws may be amended by a 2/3 vote of the Members present, at any meeting of the Members which has been duly called and held in accordance with these bylaws, provided that the proposed amendment is sent to the Members of the Corporation at least ninety (90) days prior to the meeting. These Bylaws may be amended, without notice, by the vote of seventy-five (75) percent of all the Voting Members at a duly called annual meeting.

 

 

 

 

 

ARTICLE ONE. MEMBERS

 

SECTION 1. General. The membership of this Corporation shall include Member Boards and Associate Members as provided below.

 

A. The membership of this Corporation shall include the State Boards of Dental Examiners of each State which has signed a written agreement with this Corporation agreeing to accept the results of the dental and/or the dental hygiene examination(s) conducted on forms and by methods developed by this Corporation. 

 

The term “State Board of Dental Examiners” shall be construed to mean the statutory body granted the authority to examine candidates for, or advise with respect to, licensure of dentists or dental hygienists under the state’s law in effect at the time the determination is made. (State Boards of Dental Examiners which are members of this Corporation are hereinafter referred to as “Member Boards.”) Additional State Boards of Dental Examiners may be admitted as Member Boards by a majority vote of the Board of Directors of this Corporation, subject to compliance with these Bylaws.

 

Each Member Board shall have one vote to cast on all matters submitted for a vote of the Members. The vote shall be cast by a dentist representative or the Executive Director designated by each Member Board provided that the dentist representative designated by a Member Board shall be or has been an active member of that Member Board. Member Boards will be entitled to vote on matters related to the examination(s) that they accept.

 

B. Dental Hygiene/Consumer Representation. As provided in Section 2, below, the membership of this Corporation is divided into twelve (12) districts. Each district shall elect one (1) dental hygiene representative and one (1) consumer board member representative who are or have been members of a Member Board to attend and participate in annual meetings of Members of this Corporation with vote.

 

The term “Voting Member” shall refer to those Members described in subsections A and B, above.

 

C. Associate Members. The following organizations shall be admitted as associate, non-voting Members upon payment of an admission fee and annual dues, as provided below:

American Dental Association

American Student Dental Association

American Dental Education Association

American Dental Hygienists’ Association

National Examining Board of Canada

Canadian Dental Association

National Board of Medical Examiners

Federation of State Medical Boards

 

Each Associate Member may designate one (1) representative to attend and participate in the annual meeting of Members with voice but without vote.  As used herein the term "Member" shall be deemed to refer to both "Member Boards" and "Associate Members".

 

SECTION 2. Districts. The States whose Boards of Dental Examiners are Members of this Corporation shall be divided into twelve (12) districts (ADEX Districts). The initial districts shall be adopted by the Board of Directors, and set out in Exhibit A, attached. Thereafter changes in the districts may be proposed by the Board of Directors or the voting members subject to the approval of the Voting Member Representatives at the annual meeting of the Members to be known as the House of Representatives; however, the House of Representatives by a 2/3 vote of the Members present and voting may at its discretion direct the Board of Directors to redistribute the states within the twelve (12) districts and this redistribution shall be effective at the opening of the next annual meeting.

 

 SECTION 3. Annual Meeting. The annual meeting of the Member Representatives shall be held, on a date designated by the Board of Directors that does not conflict with any participating testing agency’s annual meeting, for the election of Directors and the transaction of such other business as may come before the body. At the annual meeting the Members shall receive an annual report, in accordance with Article Two, Section 16, of these Bylaws.

 

SECTION 4. Special Provisions Relating to Annual Meeting of Members. The assembly of the Member Representatives at the annual meeting of the Members of this Corporation shall be known as the “House of Representatives.” The Member Representatives of this Corporation, by majority vote, may adopt such rules and procedures as may be deemed necessary, from time to time, for the orderly conduct of the House of Representatives, including limitation of debate, provided, however, that all matters submitted to a vote of the House of Representatives shall be voted upon by the Members as provided in Section 10, below.

 

SECTION 5. Special Meetings. Special meetings of the Member Representatives, for any purpose or purposes, unless otherwise prescribed by statute, may be called by majority vote of the Board of Directors and shall be called by the President at the request of twenty-five percent (25%) of the Voting Members of this Corporation.

 

SECTION 6. Place of Meeting. The Board of Directors may designate any place, unless otherwise prescribed by law, as the place of meeting for any annual or special meeting of the Member Representatives.

 

SECTION 7. Notice of Meeting. Written notice stating the place, day and hour of the annual meeting shall be given to each Member at least Fifty (50) days before the meeting date. Notice of any special meeting of Members shall state the purpose or purposes for which the meeting is called, and shall, unless otherwise prescribed by statute, be delivered not less than ten (10) days, nor more than thirty (30) days before the date of the meeting, either by mail or commercial delivery system, or at the direction of the President, or the Secretary, or the persons calling the meeting, to each Member. If mailed, such notice shall be deemed to be delivered when deposited into the United States mail, or with a comparable commercial delivery system, addressed to the Member at the Member’s address as it appears in the records of the Corporation, with postage or other delivery charges thereon prepaid.

 

SECTION 8. Presiding Officer; Order of Business. Meetings of the Member Representatives shall be presided over by the President, or if that person is not present, by the Vice President. If neither the President nor Vice President is present, a chairman of the meeting to be chosen by a majority of the Member Representatives entitled to vote at the meeting who are present. The Secretary of the Corporation shall act as secretary of every meeting; but, if the secretary is not present, the Member Representatives entitled to vote at the meeting who are present, shall choose any person present to act as secretary of the meeting. The order of business shall be determined by the Executive Committee and/or the Board of Directors at the meeting preceding the annual meeting of the Member Representatives.

 

SECTION 9. Quorum. A majority of the Voting Members, represented by their duly designated Member Representatives, shall constitute a quorum at any meeting of the Members. If less than a majority of the Members are represented at a meeting, a majority of the Members so represented may adjourn the meeting from time to time provided that at least ten (10) days written notice of the date, time and place of the adjourned meeting shall be given to all Members. At the adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment while a quorum is present.

 

SECTION 10. Voting Rights. Each Member Representative of a Voting Member shall have one (1) vote on each matter coming before any annual or special meeting of the House of Representatives. 

 

SECTION 11. Termination of Membership. Notwithstanding any other provision of these Bylaws, the membership of any Member of this Corporation may be terminated as follows:

 

A. Termination of a Member may be effected by a vote of the Board of Directors if approved by the vote of the Voting Members of this Corporation upon a determination that the best interests of this Corporation will be served by the termination of that Member’s membership in this Corporation. The termination of any Member shall require the affirmative vote of two-thirds of the members of the Board of Directors and the affirmative vote of two-thirds of the Member Representatives at an annual or special meeting of the House of Representatives. Written notice of the proposed termination of any Member shall be given to each Member and each member of the Board of Directors, in the manner set out in Section 7, above, for Members and in Article Three, Section 10 for members of the Board of Directors not less than ninety (90) days before the meeting at which the question will be submitted to a vote of the Board of Directors. The termination shall be effective upon the completion of the vote.

 

 

B. The membership of any Member shall be automatically terminated if that Member ceases to meet the qualifications for membership set forth in Section 1, above, or upon the termination of an agreement between this Corporation and any Member under the terms of which the Member agrees to recognize the results of the examinations developed by this Corporation. The termination of the Member shall be effective from and after the first date upon which the Member has ceased to so qualify as a Member or upon the termination date of the agreement between the Member and this Corporation.

 

SECTION 12. Voting of a Member Membership. The membership held by a Member may be voted by the Representative designated by that Member. If the designated Representative is unable to attend, an alternate may be appointed by that Member. The designation of a Representative or an alternate shall be in writing, signed and dated by the President or Chair of the Member.

 

 

ARTICLE TWO. BOARD OF DIRECTORS

 

SECTION 1. General. The property and affairs of this Corporation shall be managed by its governing body which shall be known as the Board of Directors. The Board of Directors shall have and is invested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, or by these Bylaws, to supervise, control, direct and manage the property, affairs and activities of this Corporation, determine the policies of this Corporation, to do or cause to be done any and all lawful things for and on behalf of this Corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (1) the Board of Directors shall not authorize or commit the Corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation; (2) none of the powers of the Corporation shall be exercised to carry on activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Corporation; (3) all income and property of the Corporation shall be applied exclusively for such charitable, educational, and scientific purposes as the Board of Directors may deem to be in the public interest in any manner or by any method which the Board of Directors may from time to time deem advisable. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. No part of the net earnings or other assets of the Corporation shall inure to the benefit of any Director, Officer, or other private person having, directly or indirectly, a personal or private interest in the activities of the Corporation.

 

In addition, the duties of the Board of Directors shall include, but shall not be limited to, the responsibility of creating, maintaining and improving examinations of candidates for licensure as dentists and dental hygienists which meet the requirements of the laws and regulations which govern licensing by each of the Member Boards. The following guidelines are to be observed, together with such additional guidelines and directions as may from time to time be determined by the Board of Directors:

 

A. The Board of Directors shall direct the activities of the Dental and Dental Hygiene Examination Committees and implement those Committee recommendations approved by the Board of Directors. The Board shall direct that the National Uniform Examination content must be within the scope of practice common among the states of the Member Boards.

 

B. All functions of the Board of Directors and corporate operations shall be reported in writing at least annually to each Member. In addition corrected and approved minutes of each Board of Directors meeting shall be sent to each member and the representative of each Voting Members.

 

SECTION 2. Number, Tenure, Qualifications and Election Procedure. The number of Directors of this Corporation shall be seventeen (17). Each Director shall be elected by the Member Representatives at the annual meeting of Members (House of Representatives) and shall serve a term of three (3) years, or until their successors have been duly elected and shall have qualified. The initial Directors [named in the Articles of Incorporation] shall be assigned to three classes and shall serve terms of one, two or three years according to the class to which they are assigned. On the expiration of each term, Directors shall be elected to serve a full three-year term. No Director shall serve more than two full three-year terms; however, an initial short term shall not be included in this limitation.

 

The persons to be elected to the Board and their manner of election shall be as follows:

 

A. One dentist licensed to practice in one of the Member Board states, who is or has been a member of a Member Board within that ADEX District shall be elected to the Board of Directors from each of the twelve (12) ADEX’s Districts established as provided in Article 1, Section 2, above. The election of these Directors shall take place at the annual meeting of Members during which District Caucuses shall be scheduled and one (1) Director shall be elected from each of the twelve (12) Districts by the Member Representatives from each of the Member Board at their separate District Caucus. The results of the election shall be reported to the House of Representatives.

 

B. Two (2) dental hygienists, each of whom shall be licensed to practice in one of the Member States who is or has been a member of a Member Board shall be elected to the Board of Directors by majority vote of the Member Representatives at a meeting of the full House of Representatives during the annual meeting of Members. If there are more than two candidates, the two candidates receiving the highest number of votes shall be deemed elected.

 

C. Two (2) persons who are neither a dentist nor a dental hygienist but who are or have been a consumer representative on a Member Board shall be elected to the Board of Directors by vote of the House of Representatives.

 

D. The following persons shall serve on the Board of Directors ex officio the Chair of the Dental Examination Committee, with voice but without vote; the Chair of the Dental Hygiene Examination Committee, with voice but without vote; the Chief Executive Officer, of this corporation with voice but without vote. The Chief Operating Officer of this Corporation, with voice but without vote.

 

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Members (House of Representatives). The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. All meetings of the Board of Directors shall be open unless an Executive Session is called for by a member of the Board and approved by majority vote of the Board. Meetings of the Board of Directors (except the meeting immediately following the annual meeting of the House of Representatives) may be held by telephone conference call, provided all Directors have been given notice of the meeting, a quorum is present and those participating can hear and be heard by all other participants.

 

SECTION 4. Resignation. Any Member of the Board of Directors may resign at any time by submitting a written resignation to the Secretary of the Corporation. The resignation shall take effect at the time specified therein; and, unless otherwise specified therein, acceptance of the resignation by the Board of Directors shall not be necessary to make it effective.

 

SECTION 5. Removal. Any person serving on the Board of Directors may be removed by two-thirds vote of the other members of the Board of Directors at any regular, annual or special meeting of the Board of Directors.

 

SECTION 6. Vacancies. A vacancy on the Board of Directors shall be filled by majority vote of the Board of Directors with a person drawn from the same constituency as the person whose death, resignation or removal has created the vacancy. The person so elected shall serve only until the next annual meeting of the House of Representatives.

 

SECTION 7. Location of Meetings. All meetings of the Board of Directors shall be held at times and places or by other means as determined by the Board of Directors.

 

SECTION 8. Annual Meeting. The Board of Directors shall hold an annual meeting on the day of the annual meeting of the Members, immediately following the annual meeting of Members or at such other time and place as may be designated by the Board of Directors.

 

SECTION 9. Regular Meetings - Notice. Regular meetings of the Board of Directors shall be held with or without notice at such time or times and place or places, as shall be determined, from time to time, by resolution of the Board of Directors. Any business may be transacted at any regular meeting.

 

SECTION 10. Special Meetings - Notice. Special meetings of the Board of Directors may be called at any time by the Secretary upon the request of the President or Vice President, or upon the written request of not less than six (6) members of the Board of Directors. The place of a special meeting shall be designated in the notice. Written notice of a special meeting of the Board of Directors, stating the place, day and hour of the meeting and the purpose thereof, shall be sent to each member of the Board of Directors at least twenty-one (21) days before the day on which the meeting is to be held, delivered by registered or certified mail, return receipt requested, or by a comparable commercial delivery system, to the address on the records of the Corporation. Notice shall be deemed to be given on the date deposited in the United States mail, or with a comparable commercial delivery system, with postage or other delivery charges thereon prepaid.

 

SECTION 11. Waiver of Notice. Whenever any notice is required to be given to any Member of the Board of Directors under the provisions of these Bylaws, the Articles of Incorporation, or applicable law, a waiver of notice in writing, signed by a member of the Board of Directors shall be deemed equivalent to the giving of such notice. Attendance of a Director at any meeting shall constitute a waiver of notice of that meeting, except where the Board of Directors Member attends for the express purpose, stated at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

SECTION 12. Quorum. A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board of Directors. In the absence of a quorum, those present may adjourn the meeting to a future date, with at least seven (7) days written notice to the members of the Board of Directors, at the adjourned meeting, if a quorum is present, any action may be taken which might have been taken at the meeting as originally called.

 

SECTION 13.   Voting. Each Member of the Board of Directors shall be entitled to one vote on all questions coming before the meeting. The act of the majority of the Board of Directors members present at a meeting, at which a quorum is present, shall be the act of the Board of Directors. Proxy voting is not permitted.

 

 

SECTION 14. Actions Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members of the Board of Directors. 

 

SECTION 15. Compensation. The members of the Board of Directors shall not receive a salary for their services on the Board of Directors, but a per diem and travel expenses may be allowed for attendance at regular or special meetings of the Board of Directors in accordance with policies adopted by the Board of Directors. Nothing herein shall be construed to preclude any Member of the Board of Directors serving the Corporation in any other capacity and receiving compensation therefore.

 

SECTION 16.   Reports to Members. The Board of Directors shall cause an annual report of the activities and operations of the Corporation, including a detailed financial statement prepared by certified public accountants retained by the Corporation showing in summary form the financial affairs and transactions of the Corporation, as well as its financial position as of the close of its immediately preceding fiscal year. The annual report, as approved by the Board of Directors, shall be presented by the officers, in both oral and written form, to the House of Representatives at the annual meeting of Members.

 

SECTION 17. Committees. The President shall have the authority to appoint, with the advice and consent of the Board of Directors, such committees in addition to the standing committees authorized by Article Five of these Bylaws, as the President and the Board of Directors shall deem necessary for the operation of this Corporation.

 

 

ARTICLE THREE. OFFICERS

 

SECTION 1. Qualifications, Nomination and Election. The Officers of this Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Officers shall be elected by majority vote of the Voting Members at the Annual Meeting of the House of Representatives. Each person nominated and elected as an officer must be:

 

a) licensed as a dentist of any of the states whose Board of Dental Examiners is a Member Board, who is or has been a member of the House of Representatives; and

 

 

SECTION 2. Term of Office and Limitation of Terms. Each Officer shall serve for a term of one year or until a successor is elected, or until their death, resignation, or removal, whichever first occurs. The term of office shall commence on the first day of the month following the Annual meeting of the House of Representatives. An officer may be re-elected for up to three (3) additional one year terms.

 

SECTION 3. Duties of Officers:

 

A. The President. The President shall preside at all meetings of the Members and the Board of Directors. The President may vote only in the event the members of the Board of Directors who are present and voting cast equal numbers of votes for and against a question which has been put to a vote in that event the President may but is not required to vote. The President shall serve as an ex-officio member of all committees and shall have the power to call meetings of the Members or the Board of Directors, subject to the provisions of these Bylaws, and appoint the standing committees of the Corporation subject to the approval of the Board of Directors as provided in these Bylaws. In addition, the President shall have other powers, duties, and responsibilities as delegated to him by the Board of Directors.

 

B. The Vice President.  The Vice President shall preside at all meetings of the Members or Board of Directors in the absence of the President. The Vice President shall vote only if he or she has been elected to the Board but the Vice President may vote to break a tie, as provided in subsection A, above, if presiding in the absence of the President. In the event of the death or incapacity of the President, the Vice President shall exercise all the powers and duties granted to the President hereinabove. The Vice President shall have such other powers, duties and responsibilities as may be delegated to him by the Board of Directors.

 

C. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep a register of the post office address of each Member and Member Representative which shall be furnished to the Secretary by the Member; (e) have general charge of the books and records of the Corporation; and (f) in general perform all duties incident to the office of Secretary and other duties from time to time assigned by the President or by the Board of Directors. The Secretary shall only vote if he or she has been elected to the Board of Directors.

 

D. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give or cause to be given receipts of monies due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all monies in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform or cause to be performed all of the duties incident to the office of the Treasurer and other duties assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of these duties in a sum and with a surety or sureties determined by as the Board of Directors. The Treasurer shall only vote if he or she has been elected to the Board of Directors.

 

 

SECTION 4. Resignation. Any officer may resign by delivering a written resignation to the President or Secretary of the Corporation. The resignation shall take effect from the time of its receipt by the President or Secretary, unless some other time is fixed in the resignation, and then from that time. Acceptance of the resignation by the Board of Directors shall not be required to make it effective.

 

SECTION 5. Removal. Any Officer elected or appointed by the Board of Directors and any employee of the Corporation may be removed or discharged by a majority vote of the members of the Board of Directors present at any regular meeting or any special meeting called for that purpose, whenever, in their judgment, the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

SECTION 6. Vacancies. In the event an office becomes vacant due to the death, incapacity, resignation, or removal of the individual holding the office, the Board of Directors shall elect an individual with the same qualifications to hold that office.

 

ARTICLE FOUR. GENERAL PROVISIONS

 

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on the 30th day of June of each year.

 

SECTION 2. Banking Authority. The Board of Directors shall, from time to time, determine the rules and regulations governing the banking authority, safe deposit boxes and escrow custody safekeeping, and agency deposits or accounts of the Corporation.

 

SECTION 3. Vote by Ballot. At any meeting of the Board of Directors, upon motion duly made and carried by a majority of those entitled to vote, the voting upon any matter or question shall be by written ballot.

 

SECTION 4. Loans. The Corporation shall not loan money to any officer or any member of the Board of Directors.

 

ARTICLE FIVE STANDING COMMITTEES

 

 

SECTION 2. Articles of Incorporation and Bylaws Committee. The Board of Directors may appoint a standing committee to consider and make recommendations on all proposed changes or amendments to the Articles of Incorporation and Bylaws for action by the Board of Directors and by the Voting Members.

 

SECTION 3. Budget Committee. The Board of Directors may appoint a standing committee to review the reports of financial operations of this Corporation and to develop an annual budget to be presented to the Board of Directors for review and approval on a schedule established by the Board of Directors.

 

SECTION 4. Calibration Committee. The Board of Directors may appoint a standing committee to establish standards and procedures for the calibration of all those persons conducting, administering, and grading examinations developed by this Corporation.

 

SECTION 5. Quality Assurance Committee. The Board of Directors may appoint a standing committee to establish procedures for and conduct of a post examination analysis to be completed annually after the close of the examining season. The information developed from the examination analysis shall be provided to the Dental Examination Committee and the Dental Hygiene Examination Committee, as well as the Board of Directors and the Membership at the annual meeting of the House of Representatives.

 

SECTION 6. Examination Review Committee. The Board of Directors may appoint a standing committee to develop standards for the review of complaints received with respect to the examinations developed by this Corporation and the resolution or disposition of those complaints. 

 

SECTION 7. General Provisions - Standing Committees. For all those standing committees, the Board of Directors shall establish the size of a committee, the Members of which shall be appointed upon the recommendation of the President and the approval of the Board of Directors. 

 

SECTION 8. Ad Hoc Committees. The Board of Directors may at any time establish such other committee or committees for such purposes with such composition and for such periods of time as it may determine to be necessary or in the best interest of the Corporation.

 

SECTION 9. Dental Examination Committee.

 

A. Chair. The Chair of the Dental Examination Committee shall be appointed by the Board of Directors. Any person nominated to serve as Chair of the Dental Examination Committee must be a dentist who is, at the time of appointment licensed to practice in one of the states the Board of Dental Examiner(s) of which is a Member Board of this Corporation. The Chair shall serve a term of three (3) years or until a successor has been duly elected and qualified.

 

B. Size and Composition. Each member of this committee shall have one (1) vote except the Chairman who shall only vote in the event of a tie. The committee membership shall include:

 

i) One (1) dentist from each Member Board.

 

ii) One (1) Member Board consumer representative.

 

iii) One (1) dentist educator selected from each ADEX District.

 

iv) The Chair of the Dental Examination Committee

 

 

C. Subcommittees. The Dental Examination Committee shall appoint subcommittees in restorative dentistry, prosthetics, periodontics, endodontics and computer simulated case based exams, as well as such subcommittees as it deems necessary to the conduct of its work. The members of each subcommittee shall be appointed from among the members of this Committee.

 

D. General Provisions.

 

1. Committee Member appointments shall be effective as of the first day of the month following the annual meeting of Members. Each Member of the Committee shall serve a three-year term.

 

2. Qualifications. Each person appointed to the Committee, other than faculty members, must be a dentist actively practicing in one of the states whose Dental Board is a Member. Each faculty member must be a licensed dentist serving on the faculty of a dental school located in a state whose Dental Board is a Member.

 

E. Consultants. The Dental Examination Committee is empowered to secure the assistance of such consultants as the committee or its Chair may deem necessary from time to time. The consultants may be members of faculties of dental schools in any of the States whose Dental Boards are Members of this Corporation. Consultants are not members of this Committee and shall not vote.

 

F. Duties. The Dental Examination Committee shall have the following duties with respect to the dental examination developed by this Corporation, and such other duties as may from time to time be delegated to it by the Board of Directors:

 

1. Prepare the initial dental exams, content, procedures for administration and scoring to be distributed by this Corporation;

 

2. Review and prepare a critical analysis of content, breadth, depth and scope of all dental examinations developed by this Corporation;

 

3. Aid in preparing the content and format of the dental examinations conducted by this Corporation;

 

4. Make recommendations to the Board of Directors for improving the dental examinations;

 

5. Serve in any other capacity as determined by the Board of Directors; and

 

6. Prepare and present regular reports to the Board of Directors containing its recommendations, suggestions and actions with respect to the dental examinations.

 

SECTION 10. Dental Hygiene Examination Committee

 

A. Chair. The Chair of the Dental Hygiene Examination Committee shall be appointed by the Board of Directors. Any person nominated to serve as the Chair of the Dental Hygiene Examination Committee must be a licensed dental hygienist who has served as an Examiner for this Corporation and who is, at the time of appointment, licensed to practice in one of the states where the Board or Committee responsible for qualifications and licensure of dental hygienists (sometimes referred to in this Section as “Dental Hygiene Boards” is a Member of the Corporation. The Chair shall serve a term of three (3) years or until a successor has been duly elected and qualified.

 

B. Size and Composition. This committee shall be composed of fifteen (15) members, one of whom shall be the Chair. Each member of this committee shall have one (1) vote except the Chair who shall only vote in the event of a tie. The committee membership shall include:

 

i) (1) Dental Hygienist appoint from each ADEX District.

 

ii) (1) Dentist.

 

iii) (1) Board Member Consumer Representative.

 

iv) (1) Dental Hygiene Educator.

 

v)          The ADEX psychometrician (non-voting)

 

C. Subcommittees. The Dental Hygiene Examination Committee may from time to time appoint such subcommittees, as it deems necessary to conduct its work. The members of each subcommittee shall be appointed from among the voting members of this Committee. 

 

D. General Provisions.

 

1. Appointments and Term.   Committee member appointments shall be effective as of the first day of the month following meeting of member. Each person appointed to the Committee shall serve a three-year term.

 

2. Qualifications. Each person appointed to the Committee, other than the faculty member, must be a dentist or dental hygienist actively practicing in one of the states whose Dental or Dental Hygiene Board is a Member Board. The faculty member must be a licensed dental hygienist serving on the faculty of a dental or dental hygiene school located in a state whose Dental Hygiene Board is a Member.

 

E. Consultants. The Dental Hygiene Examination Committee may secure the assistance of such consultants in dental hygiene as the committee or its Chairman may deem necessary from time to time. The consultants may be members of faculties of schools of dental hygiene or dental schools in any of the States whose Dental Hygiene Boards are Members of this Corporation. Consultants are not members of this Committee and shall not vote.

 

F. Duties. The Dental Hygiene Examination Review Committee shall have the following duties and such other duties as may from time to time be delegated to it by the Board of Directors:

 

1. Develop the initial Dental Hygiene Examination of this Corporation;

 

2. Review and prepare a critical analysis of results of the dental hygiene examinations conducted by this corporation and particularly as they determine the performance of candidates;

 

3. Aid in revising the content and format of subsequent dental hygiene examinations of this Corporation;

 

4. Make recommendations to the Board of Directors for improving the dental hygiene examinations;

 

5. Serve in any other capacity as determined by the Board of Directors; and

 

6. Prepare and present regular reports to the Board of Directors containing its recommendations, suggestions and actions.

 

 

 

ARTICLE SIX. RULES OF ORDER

 

The Standard Code of Parliamentary Procedure (current edition of Sturgis) shall govern any meeting of the Members, the Board of Directors and all other committees; in the event of conflict with these Bylaws, the Bylaws control. The President or presiding Officer may appoint a parliamentarian.

 

 

 

The Corporation shall have the power to indemnify any person who is serving or has served the Corporation as a member of the Board of Directors, officer, employee, committee chairman or member, or examiner, pursuant to and to the extent authorized by K.S.A. 17-6305, as amended.

 

 

ARTICLE EIGHT. AMENDMENTS

 

Amendments to the Bylaws may only be proposed by a Voting Member or by the Board of Directors. The Bylaws may be amended by a 2/3 vote of the Members present, at any meeting of the Members which has been duly called and held in accordance with these bylaws, provided that the proposed amendment is sent to the Members of the Corporation at least ninety (90) days prior to the meeting. These Bylaws may be amended, without notice, by the vote of seventy-five (75) percent of all the Voting Members at a duly called annual meeting.