BYLAWS OF SOCIETY FOR COLOR AND APPEARANCE IN DENTISTRY, INC.
A TEXAS NONPROFIT CORPORATION
As revised and adopted by the Board of Directors on October 12, 2017
These bylaws constitute the code of rules adopted by the Society for Color and Appearance and Dentistry, Inc. (“Corporation”) for the regulation and management of its affairs. The Corporation is a nonprofit corporation organized under the Texas Nonprofit Corporations Act.
As set forth in the Corporation’s Certificate of Formation, “The purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501(c)(3), and the Texas Tax Code, Section 11.18, and consist of the following:
- To promote and foster greater awareness, research and education for color and appearance in dentistry;
- To foster communications and research among dental disciplines, industrial researchers, institutional scientific investigators, clinicians, laboratory technicians and others with an interest in color and appearance in dentistry;
- To promote the health of the general public through advancement in the art and science of color and appearance in dentistry;
- To purchase and own such real estate and other property as may be necessary for the purposes of the Corporation;
- For the purposes above granted, to secure donations; to receive, manage, take and hold real and personal property by gift, grant, devise or bequest.”
Membership & Management
The business, property, and affairs of the Corporation shall be managed by the Board of Directors.
Membership categories may be created by the Board of Directors, which at its discretion shall determine the terms, obligations, and privileges of such membership. Such members shall have no voting rights in the affairs of the Corporation.
Board of Directors
1. Powers. The Board of Directors (“Directors”) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Certificate of Formation, and these bylaws, as may be amended from time-to-time.
2. Qualifications. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Employees of the Corporation are ineligible to serve on the Board of Directors.
3. Number of Directors. The Board of Directors will consist of five (5) to twenty-one (21) Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors.
4. Term of Directors. Directors shall serve terms of three (3) years. There are no term limits and, therefore, Directors may serve any number of consecutive terms.
5. Staggered Terms. There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by thirds, the board shall be divided as close to thirds a possible). The system for staggered terms of office shall be implemented as follows: At the meeting of the Board of Directors at which these bylaws are adopted there shall be a drawing in order to determine the initial terms of the Directors. After the drawing, one board member shall have an initial term of one year, one board member shall have a term of two years, and one board member shall have a term of three years. The minutes of this board meeting shall show the results of the drawing. Initial directors serving less than a full three-year term as their initial term (i.e., directors who draw a one-year term or two-year term), shall be considered to have served a full three-year term.
6. Election of Directors. Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose. When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.
7. Attendance. Directors are expected to attend at least 75% of the meetings of the Board of Directors. Any director not present at 75% or more of the board meetings in a fiscal year shall be deemed to have resigned unless the Board excuses the absences by a majority vote. Present shall be defined as the contemporaneous participation of the member with other members be it physically present or present and able to participate via electronic or other means.
8. Resignation. Any Director may resign at any time by delivering written notice to the Secretary or Chair of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
9. Removal. Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.
10. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.
11. Compensation. Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of disinterested Board of Directors approve the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
Code of Ethics
The corporation and its Directors and Employees will comply with the Corporation’s Code of Ethics, attached as Exhibit A.
1. Place of Board Meetings. Regular and Special Meetings of the Board of Directors will be held at any place that the Chairman may designate from time-to-time.
2. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held as frequently as deemed necessary by the Board of Directors. Special Meetings may be called by the Chairman or any three Directors. An orientation meeting will be held each year for the new members of the Board of Directors.
3. Notice of Board Meetings. Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than seven (7) days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than three (3) days notice prior to the meeting, with the exception of special meetings held to amend the Certificate of Formation or bylaws, for which a fourteen (14) day written notice by mail, email or facsimile shall be required specifying the proposed amendment.
4. Waiver of Notice. Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
5. Quorum. A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these bylaws.
6. Actions without a Meeting. Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Certificate of Formation, and these bylaws may be taken without a meeting, if all of the Directors individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
7. Open Meetings. Meetings are closed to the public, but members, as defined in the Certificate of Formation, may be permitted to attend, at the sole discretion of a majority of the Board of Directors present at each meeting.
8. Proxy Voting Prohibited. Proxy voting is not permitted.
Committees, Honorary Council, & Regional Advisory Councils
1. Committees. The Board of Directors may from time-to-time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these by-laws.
2. Regional Advisory Councils. Regional Advisory Councils may be formed by the Board to engage dental professionals in particular regions of the United States or world.
a. The Chair(s) and members of such Councils shall be nominated by the Officers, with the advice and counsel of the Board.
b. Regional Advisory Councils are charged with:
i. Helping to identify ways in which the Corporation can best serve their regions;
ii. Promoting the Corporation in their region;
iii. Identifying potential sponsors, consultants and other partners for the Corporation; and
iv. Representing the Corporation within the regions on such matters as have been approved by the Board.
c. Regional Advisory Councils shall not issue any policy statements or take any action as Corporation representatives without the explicit written agreement of the Board or its designee(s).
d. Regional Advisory Council chairs and members shall be appointed by the Board Chair on any annual basis and shall serve unlimted terms of one (1) year.
e. Each Regional Advisory Council will be managed by the Executive Director, or his or her designee(s).
Code of Ethics
The Corporation and its Directors, officers, and employees will comply with the following Code in all of their actions. As long as the Corporation is in existence, no director, officer or employer of the Corporation shall:
1. Do any act in violation of these bylaws or a binding obligation of the Corporation;
2. Do any act with the intention of harming the Corporation or any of its operations;
3. Do any act that would make it unnecessarily difficult ot carry on the intended or ordinary business of the Corporation;
4. Receive and improper personal benefit from the operation of the Corporation;
5. Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation;
6. Wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill; and
7. Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation’s mission.
1. Roster of Officers. The Corporation shall have a Board Chair, President, President-Elect, Past-President, a Vice-Chair/Vice-President, Secretary, and Treasurer. The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One person may hold two or more offices, except those serving as Board Chair or Secretary.
2. Election, Removal, and Tenure of Officers. All officers shall serve two (2) year terms. The election shall be conducted at the Board of Directors' first meeting of the fiscal year and following the election of the new Board of Directors filling expired terms, or as soon as practical thereafter. Officers shall remain in office until their successors have been selected. Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Board of Directors attending the meeting.
Any officer may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any officer under consideration of removal must first be notified about the consideration by written notice at least five (5) days prior to the meeting at which the vote takes place.
3. Vacancies. If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Directors present.
4. Board Chair. The Board Chair shall preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order. All committee chairs shall be appointed by the Board Chair, with ratification by the Board. The Board Chair will serve as an ex-officio member of all committees, unless otherwise provided by the Board of Directors or these by-laws. The Board Chair shall, with the advice of the Board of Directors and in accordance with the requirements of these bylaws, set the agenda for each meeting of the Board of Directors.
5. President. The President shall be the Chief Executive Officer (CEO) of the Corporation and shall fulfill the responsibilities as usually required of such a position, including, but not limited to supervising and controlling the affairs of the Corporation and the exercise of such supervisory powers as may be given him/her by the Board of Directors.
6. Past-President. The Past Board Chair shall have only those responsibilities as may be assigned to him or her by the Board Chair or the Board. The Past Board Chair may serve in another officer role at the same time as serving in this capacity.
7. President-Elect. The President-Elect shall have only those responsibilities as may be assigned to him or her by the Board Chair or the Board. The President-Elect may serve in another officer role at the same time as serving in this capacity.
8. Vice-Chair/Vice-President. The Vice-Chair/Vice-President shall have general responsibility over specific areas of the Corporation’s activities as defined by the Board and work closely with the Board Chair in such areas. In the event of the Board Chair’s absence, inability, or refusal to act, the Vice-Chair/Vice-President shall be appointed by the Board to exercise and discharge such other duties as may be required by the Board. The Vice-Chair/Vice-President shall serve as the parliamentarian and interpret any ambiguities of the bylaws.
9. Secretary. The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, including but not limited to:
a. The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation.
b. The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes at the principal office of the Corporation.
c. The Secretary shall keep a record of the names and addresses of the Directors at the principal office of the Corporation.
d. The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections.
e. The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Corporation during regular business hours.
f. The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.
g. The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.
h. In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.
10. Treasurer. The Treasurer will perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, including but not limited to:
a. The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required or assigned from time-to-time by the Board of Directors.
b. The Treasurer and the staff of the Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the Corporation which shall be approved by the Board of Directors.
c. The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts.
d. The Treasurer's signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the Corporation as the authorized signatory for a particular type of disbursement.
e. The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation.
f. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.
The Board of Directors may, upon resolution, appoint an Executive Director at the Board’s discretion to carry out whatever tasks the Board from time-to-time resolves. The Executive Director shall be compensated as determined by the Board of Directors. Subject to such supervisory powers as are vested in the Board of Directors, the President shall supervise, direct, and control the business of the Corporation and actively manage its business, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these by-laws.
The Executive Director may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Certificate of Formation and these by-laws. The Executive Director shall generally be expected to attend all meetings of the Board of Directors and meetings of the general membership, if and when applicable.
Rules of Procedure
The proceedings and business of the Board of Directors shall be governed by Robert's Rules of Parliamentary Procedure unless otherwise provided herein.
1. Insurance. The Corporation will provide indemnification insurance for its Board members, and the Board shall select the amount and limits of such insurance policy.
2. Indemnification. To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
3. Limits on Indemnification. Notwithstanding the above, the corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.
1. Execution of Documents. Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Executive Director (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President and must be approved by a resolution of the Board of Directors. No two signatories to any document may be within 3 degrees of consanguinity, nor may they be related as brother-in-law, or sister-in-law.
2. Disbursement of Funds. Financial Transactions which have a value of one-thousand dollars ($1,000) or more shall require majority approval of the Board of Directors if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the Executive Director may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than five-hundred dollars ($500) disbursing funds from any of the Corporation’s accounts shall require the signatures of at least two of the following: the Executive Director, President, Vice President, Secretary, or Treasurer. No two signatories to the disbursement of funds may be within 3 degrees of consanguinity, nor may they be related as brother-in-law, or sister-in-law.
3. Procurement Policy. The Corporation shall adopt and abide by a procurement policy which shall be an addendum to these by-laws.
4. Records. The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Corporation will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation and a membership roster, as may be applicable, giving the names and addresses of members.
5. Inspection of Books and Records. All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand. The Corporation shall keep correct and complete books and records of account.
6. Loans to Management, Directors, Officers, or Employees. The Corporation will make no loans, whether monetary or a use of the corporation’s personal or real property, to any of its Directors, Officers, Executive Director, or employees.
7. Registered Office and Registered Agent. The Corporation shall comply with the requirements of the Texas NonProfit Corporations Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the regestered office and the registered agent pursuant to applicable law.
8. Fiscal Year. The fiscal year for the Corporation will be the calendar year, January 1 to December 31.
9. Audit. The Corporation shall have an annual audit to be completed by March 30 of each year for the previous fiscal year. This requirement may be waived by majority vote of the Board of Directors attending any Regular or Special Meeting.
10. Official Language. The official language of the Corporation shall be English, as is commonly used and understood in the United States of America.
The Board of Directors may adopt amendments to the Certificate of Formation by a vote of two-thirds of directors present at a meeting where a quorum is present.
These by-laws may be altered or amended in whole or in part, or repealed and new by-laws may be adopted by a majority of the Directors present at any Regular or Special Meeting, if at least three (3) days written notice is given of an intention to alter, amend, or repeal these by-laws or to adopt new by-laws at such meeting, and such notice contains a statement of the nature of the proposed amendment(s), and shall become effective upon adoption.
As set forth in the Corporation’s Certificate of Formation, “A unanimous vote of the Board of Directors shall be required to dissolve the Corporation. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation remaining after payment of all debts and liabilities shall be distributed exclusively, for the sole purpose of promoting dental research and education, to one of the following organizations, with priority to the respective order listed, as long as they are exempt from taxes under Internal Revenue Code Section 501(c)(3) for one or more purposes exempt under Texas franchise tax:
American Dental Association
211 East Chicago Ave.
Chicago, IL 60611-2678”
I hereby certify that these bylaws were adopted by the Board of Directors of the Society for Color and Appearance in Dentistry, Inc. at its meeting held on October 12, 2017.
Federico Ferraris, Secretary