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CONSTITUTION

of

THE NORTH CAROLINA DENTAL SOCIETY

Revised May 2011

ARTICLE I - NAME

This organization shall be known as the North Carolina Dental Society, a Constituent Society of the American Dental Association.

ARTICLE II - OBJECTIVE

The objective of this Society shall be to encourage the improvement of the oral health of the public, to promote the art and science of dentistry and encourage the maintenance of high standards of professional competence and practice, and to represent the interests of the members of the dental profession and the public which it serves.

ARTICLE III - MEMBERSHIP

The membership of this Society shall consist of dentists and other persons whose qualifications and classifications shall be as established in Chapter I of the Bylaws.

ARTICLE IV - DIVISION OF THE STATE INTO DISTRICTS

Section 1. The North Carolina Dental Society shall be grouped into five (5) geographical districts as provided in Chapter IV of the Bylaws.

Section 2. Each district society shall select delegates from their respective districts as members of the House of Delegates of the North Carolina Dental Society for the ensuing year whose terms as delegates will commence January 1, provided that no district may be represented if an examination of the records of the District Secretary do not indicate conformity to Chapter I, Section 1 of the BYLAWS.

ARTICLE V - OFFICERS

Section 1. The officers of this Society shall serve for one year commencing on January 1 of the ensuing year following their election at the annual meeting or until their successors are installed. They shall consist of President, President-Elect, Vice President and Secretary-Treasurer, and shall be elected by ballot as provided for in Chapter VIII of the BYLAWS.

Section 2. There shall be an Editor-Publisher who shall be elected by the executive officers of this Society, namely: the President, President-Elect, Vice President, Secretary-Treasurer, and the Board of Trustees. The term of office of the Editor-Publisher shall commence January 1 of the ensuing year after the election of the executive officers at the annual meeting.

The Editor-Publisher may, with the approval of the Executive Committee, appoint an Associate Editor-Publisher to assist in his/her duties.

ARTICLE VI - DELEGATES TO THE AMERICAN DENTAL ASSOCIATION

Section 1. Allocation. The number of delegates to represent this Society in the House of Delegates of the American Dental Association shall be allocated by the American Dental Association. There shall be an equal number of alternate delegates.

Section 2. Delegates and Terms.

(a) The delegates to represent this Society in the House of Delegates of the American Dental Association shall be the President and the President-Elect, for a term of one year, and additional delegates 2

for terms of three years to equal the number of delegates allocated this Society by the American Dental Association. Additional delegates are elected by the district dental societies with each district electing one delegate. Each district delegate and at-large delegate shall be eligible to serve three consecutive three-year terms.

(b) Should additional delegates beyond those elected by the above district formula be necessary to fill the North Carolina Dental Society delegation, they shall be elected at-large for terms of three years each in accordance with Chapter VIII of the BYLAWS. Should the North Carolina Dental Society allocation drop so that at-large delegates serving three-year terms are not needed to fill that allocation, such delegates would become first alternate, etc., after district elected delegates.

(c) District elected delegates to the American Dental Association House are elected to take office after the spring Annual Session of the North Carolina Dental Society and to serve as delegates to the American Dental Association in the fall. Districts shall alternate the years of electing American Dental Association delegates so that no more than two districts elect delegates in any one year.

Section 3. Alternate Delegates. After district elected delegates serving as alternates and at-large delegates serving as alternates, the Immediate Past President and Secretary-Treasurer shall be the first two alternate delegates. Additional alternate delegates to fill the allocation shall be elected annually by the Board of Trustees for one year terms.

Section 4. Vacancy. In case of death or resignation of a delegate elected by a district, that vacancy shall be filled by a new election at that district's next annual (or semi-annual) business session. However, should there be no district business session in between such death or resignation and the American Dental Association Annual Session the North Carolina Dental Society Board of Trustees shall have the power to fill that vacancy. Any delegate or alternate so appointed by the Board shall serve until the next business session of the affected district dental society.

Section 5. Delegation Chair & Vice Chair. The elected delegates and alternate delegates to the House of Delegates to the American Dental Association shall elect from the elected delegates a Chair and vice Chair of the delegation at least l20 days prior to the convening of the House of Delegates of the American Dental Association, the term of office, not to exceed three successive years. It shall be the duty of the Chair to submit a report to the Society at its next annual meeting, to serve as an ex officio member of the Board of Trustees of the North Carolina Dental Society and attend its meetings.

Section 6. Absence. If an elected delegate is absent or for sufficient reason cannot serve in his/her official capacity at a meeting or meetings of the House of Delegates of the American Dental Association, it shall be the duty and the responsibility of the Chair of the delegation to select one of the alternate delegates as a substitute.

ARTICLE VII - HOUSE OF DELEGATES

Section 1. The House of Delegates shall consist of the NCDS President, President-Elect, Vice President, Secretary-Treasurer, Immediate Past President, NCDS Trustees, ADA Delegate(s), Delegates from each of the five District Dental Societies, and the Chair of each student delegation to the NCDS as provided for in Chapter VI of the Bylaws.

Section 2. The NCDS Officers, ADA Delegates, and NCDS Trustees elected by the five (5) District Dental Societies shall be considered to be Delegates from their respective District.

Section 3. The sum total of all fully privileged positions available to the five District Dental Societies shall be limited to 80 (the House Delegate number).

Section 4. The number of delegates and alternate delegate positions in the NCDS House allocated to the five District Dental Societies shall be based on the respective Districts' percentage of total NCDS 3

membership until the House Delegate number is filled in accordance with Chapter VI of the By-Laws by the method of least proportional error.

Section 5. The Speaker of the House of Delegates shall be recommended by the President-Elect of the NCDS and be approved by the House for a one year term with tenure unlimited. Rules of the House of Delegates shall contain specifics for this approval.

ARTICLE VIII - BOARD OF TRUSTEES

The administrative body of this Society shall be a Board of Trustees, which may be referred to as "the Board" or "this Board" as provided in Chapter VII of the BYLAWS.

ARTICLE IX

PRINCIPALS OF ETHICS AND CODE OF PROFESSIONAL CONDUCT

Members are expected to adhere to the ADA Principles of Ethics and Code of Professional Conduct.

"Unprofessional conduct" shall be defined by the BYLAWS of the Society, and any unprofessional conduct as so defined shall constitute grounds for investigation. If any three members of the Society shall file written charges of unprofessional conduct against a member of the Society, such member will be investigated as provided for in the BYLAWS to determine if any disciplinary action is appropriate.

ARTICLE X - AMENDMENTS

Section 1. This Constitution may be amended or altered only by the House of Delegates. Advance notice of all proposed amendments or changes to this CONSTITUTION shall have been given at a previous meeting of the House of Delegates, or a previous meeting of the same session, before being voted upon. This advance notice may be waived by a vote of 90% of the members of the House of Delegates present at a legally constituted meeting, and an immediate vote on amendments or changes may then be taken. Two-thirds of those present and voting must vote in favor of any amendment or change to the CONSTITUTION in order to secure its adoption.

Section 2. In case of special sessions of the House of Delegates, the transmitting of proposed changes or amendments to the CONSTITUTION to members of the House of Delegates prior to the meeting shall constitute advance notice, and a 90% vote to consider the changes and amendments will not apply. 4

BYLAWS

OF

THE NORTH CAROLINA DENTAL SOCIETY

CHAPTER I – MEMBERSHIP

Section 1. The membership of this Society shall consist of membership categories as described in ADA Bylaws: Active, Life, Retired, Retired Life, Student, Graduate Student, Honorary, Provisional, Associate, Affiliate.

A. Active - Any active member of The North Carolina Dental Society shall, upon admission into that Society, automatically become a member of the ADA and district society and shall at the time and annually thereafter pay American Dental Association, district and state society dues.

To be an active member of the North Carolina Dental Society the dentist shall be in good standing of this Society and also be licensed to practice dentistry in the State of North Carolina. A physician with a D.D.S. or D.M. D. degree and who is licensed to practice medicine, but not dentistry, in the State of North Carolina may also be a member of the Society. A dentist who is licensed to practice dentistry in another state, but not in North Carolina, may be a member of the Society provided that he/she: (1) is employed as a full-time educator in a North Carolina dental school or employed as a dental officer in a Federal or State agency (military or public health, for example); (2) is a member in good standing in another state dental or district dental society; (3) has creditable professional attainment and good moral character; and (4) has zeal for the profession and a proper regard for the varied obligations due from one member of the profession to another. Membership in the North Carolina Dental Society constitutes a tripartite membership: ADA membership, NCDS membership and District Dental Society membership.

B. Life - A member of this Society who reaches age 65 and has been an active member of the NCDS for 30 consecutive or 40 cumulative years is eligible for Life Membership. Maintenance of membership in good standing in the American Dental Association and a district of this Society shall be requisite for continuance of life membership in this Society.

C. Retired - A member of this Society who has retired from active practice may be classified as a retired member and his/her state and district dues may be waived by the Board of Trustees upon the recommendation of the District Society to which he/she belongs, provided he/she is a member in good standing at the time he/she makes application to be classified as a retired member. A retired member who re-enters the active practice of dentistry shall be subject to state dues.

D. Retired Life - A member of the Society who retires from active practice, as a life member, shall be considered eligible for Retired Life membership in this Society even though he/she voluntarily surrenders his/her license to practice, provided he/she is a member in good standing and licensed to practice in this state at the time of his/her retirement.

E. Student - A resident of North Carolina who is pre-doctoral student in a dental school accredited by the ADA Commission on Dental Accreditation, and any pre-doctoral dental student at the University of North Carolina or East Carolina University shall be eligible for student membership in the Society, provided he/she is a member of the American Student Dental Association.

F. Graduate Student - Graduate student membership shall be available to any dentist, licensed in North Carolina, who is engaged full-time in an advanced training course of not less than one academic year=s duration in an accredited school or residency program recognized by this Society, provided he/she is a member of the American Dental Association. 5

G. Honorary - Honorary membership shall be available to an individual who has made outstanding contributions to the advancement of the art and science of dentistry, upon election by the Board of Trustees. Nominations for honorary and associate membership must be made through the Board of Trustees.

If any honorary or associate member enters into the active practice of dentistry in this state, his/her relation to this Society as an honorary member shall thereupon cease. He/she shall be eligible to election as an active member, as provided in Chapter I, Section I, of the Bylaws.

H. Provisional – A provisional member shall be a dentist who has received a DDS or DMD degree from a dental school accredited by the Commission on Dental Accreditation of the American Dental Association, has been granted a provisional license by the NC State Board of Dental Examiners and is awaiting sitting for the dental licensure exam. A provisional member shall possess all the benefits of active members with the exception of holding office. Provisional membership shall be for a designated period of time.

I. Associate – An associate member shall be a person ineligible for any other type of membership in this Society, who has contributed to the advancement of the objectives of this Society, is employed in dental-related education, does not hold a dental license in the United States, and has applied to and been approved by the Board of Trustees.

J. Affiliate - Affiliate member is a dentist who is ineligible for any other classification of membership.

Section 1. A member who has changed the location of his/her residence or practice from the jurisdiction of one district to that of another district, or to that of another constituent of the American Dental Association, may maintain active membership in the district of which he/she is a member for the calendar year following that of his/her removal from the jurisdiction of such district.

Section 2. Any member of this Society shall have the privilege of resigning notice being given in writing.

CHAPTER II - PRIVILEGES OF MEMBERS

Section 1. Active members shall be entitled to debate and vote on all questions discussed in the Society, and be eligible to any office in its gift, except as provided for in Chapter III, Section 5, of the BYLAWS.

Section 2. Honorary and associate members shall be entitled to attend the scientific sessions of this Society at the same registration fees as active members and such other services as authorized by the Board of Trustees, but shall not be eligible for office or privileged to vote.

Section 3. Retired members shall be entitled to a seat in the meetings of the Society, having voting privileges, but shall not be eligible for office.

Section 4. Student members shall receive annually

The North Carolina Dental Gazette. They shall be entitled to attend all meetings of the Society, but they shall not be eligible for office. The Chair of each Student Delegation to the North Carolina Dental Society shall have the privilege of one (l) vote each in the House of Delegates and the General Session.

CHAPTER III – DUES AND ASSESSMENTS

Section 1. The annual dues for an active member shall be payable January 1 of each year, plus an assessment of two ($2.00) dollars for the American Dental Association Foundation Relief Fund, and such annual dues as shall be specified by the American Dental Association and the District Society to which he/she belongs. 6

The House of Delegates shall have the power to assess the membership, which power it may delegate to the Board of Trustees. Failure to pay the assessment within ninety days shall result in suspension of the member from the Society until the levy is paid.

Section 2. A member of the American Student Dental Association, who has been subsequently licensed to practice dentistry in North Carolina, and who applies for active membership in the North Carolina Dental Society, shall be exempt from dues for the remainder of that calendar year.

Section 3. Dues for a member called to active duty in the armed forces shall be waived during such period of service, or disability resulting therefrom, and these years shall be counted when computing his/her eligibility for life membership, but not to exceed three (3) years, provided he/she maintains membership in good standing in the American Dental Association and a district of this Society.

Section 4. A retired life member of this Society shall be exempt from payment of dues, except the assessment for the American Dental Association Foundation Relief Fund, provided he/she maintains membership in good standing in the American Dental Association and the district society to which he/she belongs.

An active member in good standing who is hereafter elected to Life membership in the American Dental Association shall be classified as a life member of this Society, shall be entitled to all privileges of an active member, and his/her dues shall be fifty percent (50%) of annual ADA dues of active members, 50% of North Carolina Dental Society dues and 50% of District dues. In addition to their annual dues, active life members shall pay fifty percent of any special assessments levied by the Society.

Section 5. All dues for the following year are due and payable on or before January 1. Any member whose dues are not paid by January 31 shall be assessed a late fee.

Section 6. Any member whose dues are not paid on or before March 31 of the current year shall be dropped from the membership roll with loss of all privileges of membership. He/she shall not be reinstated to membership until all dues and assessments, including any state and district reinstatement fees, have been paid. The state reinstatement fee shall go into the NC Dental Health Fund. No member shall be dropped from the roll for non-payment of dues when charges are pending.

Section 7. Honorary members are exempt from all dues and assessments. Associate members shall pay 20% of active member dues.

Section 8. Retired members shall be exempt from state dues and assessments.

Section 9. Student members of this Society shall be exempt from state dues and assessments.

Section 10. Graduate student members of this Society shall pay dues of ten dollars ($10.00).

Section 11. A member of this Society receiving assistance from the Foundation Relief Funds of the American Dental Association and/or the North Carolina Dental Society shall be exempt from payment of dues to the North Carolina Dental Society, and shall be considered in good standing during the period of such assistance.

Section 12. In special cases due to disability, incapacitation for long periods of time, extreme misfortune, or other extenuating circumstances, the Board of Trustees, by majority vote, may remit all or part of the state dues of a member for the current year, provided such action is recommended by the Executive Committee of the district society to which the member belongs.

Section 13. Members elected to active membership in this Society after July 1 shall pay one-half (1/2) of the current year’s dues for the remainder of the calendar year except as provided for in Chapter 3, Section 2 of the Bylaws. 7

Section 14. Members in good standing of another constituent society who transfer their membership to this Society shall be exempt from dues for the remainder of the calendar year in which they are elected to active membership in this Society.

CHAPTER IV - DISTRICT SOCIETIES

Section 1. The North Carolina Dental Society shall be composed of five district societies, each of which shall consist of duly elected members who reside or practice dentistry in the counties within its jurisdiction.

The territorial jurisdiction of each of the five districts is:

First District. The counties of Ashe, Avery, Buncombe, Burke, Caldwell, Catawba, Cherokee, Clay, Cleveland, Gaston, Graham, Haywood, Henderson, Jackson, Lincoln, McDowell, Macon, Madison, Mitchell, Polk, Rutherford, Swain, Transylvania, Watauga and Yancey.

Second District. The counties of Alexander, Alleghany, Cabarrus, Davidson, Davie, Forsyth, Iredell, Mecklenburg, Rowan, Stokes, Surry, Union, Wilkes and Yadkin.

Third District. The counties of Alamance, Anson, Caswell, Chatham, Durham, Guilford, Montgomery, Moore, Orange, Person, Randolph, Richmond, Rockingham and Stanly.

Fourth District. The counties of Bladen, Columbus, Cumberland, Franklin, Granville, Harnett, Hoke, Johnston, Lee, Robeson, Sampson, Scotland, Vance, Wake and Warren.

Fifth District. The counties of Beaufort, Bertie, Brunswick, Camden, Carteret, Chowan, Craven, Currituck, Dare, Duplin, Edgecombe, Gates, Greene, Halifax, Hertford, Hyde, Jones, Lenoir, Martin, Nash, New Hanover, Northampton, Onslow, Pamlico, Pasquotank, Pender, Perquimans, Pitt, Tyrell, Washington, Wayne and Wilson.

Section 2. Rights and Duties:

a. Each District Dental Society shall adopt and maintain a constitution or articles of incorporation and bylaws which shall not be in conflict with the CONSTITUTION and BYLAWS of this Society, with a current copy thereof on file with the North Carolina Dental Society.

b. Each District Dental Society shall hold a business session at least once each calendar year.

c. Each District Dental Society shall have the right to assess District Dental Society dues, which shall be collected by the North Carolina Dental Society and remitted to the District Dental Society.

d. Each District Dental Society shall have the duty to elect delegates and alternate delegates to the North Carolina Dental Society House of Delegates as provided for in Chapter VI of the BYLAWS and in accordance with the individual District Dental Society's Constitution and Bylaws.

e. Each District Dental Society shall have the duty to elect two (2) Trustees to serve on the North Carolina Dental Society Board of Trustees.

f. Each District Dental Society shall have one member serving on each Council of the North Carolina Dental Society.

g. Each District Dental Society shall have the duty to elect one member to serve as a delegate to the House of Delegates of the American Dental Association. 8

h. Each District Dental Society shall have the right to organize its membership in Affiliate Local Dental Societies as set forth in Chapter V of these BYLAWS.

i. It shall be the responsibility of the District Dental Society to provide the North Carolina Dental Society with the names of North Carolina Dental Society delegates and alternate delegates no later than sixty (60) days prior to the Annual Session of the House of Delegates.

CHAPTER V - AFFILIATE LOCAL DENTAL SOCIETIES

Each District Dental Society listed in Chapter IV shall have the right to subdivide its geographical area into affiliated local societies, in accordance with the Constitution and Bylaws of that District Society.

An Affiliate Local Dental Society shall be organized in conformity with the Constitution and Bylaws and policy of the District Dental Society in which the Affiliate is situated, of which the Affiliate Local Dental Society shall be a recognized entity.

CHAPTER VI - HOUSE OF DELEGATES

Section 1. Duties:

The duties of the House of Delegates shall include:

a. Establish policy under which the North Carolina Dental Society shall operate.

b. Receipt of and action on reports of the Councils, Committees, Board of Trustees, District Dental Societies and individual members of the Society.

c. Election of honorary members of the Society.

Section 2. Powers:

The powers of the House shall include, but not be limited to:

a. Legislative powers

b. Powers to enact, amend and repeal the CONSTITUTION and BYLAWS

c. Power to adopt and amend the CODE OF ETHICS for governing the professional conduct of the members

d. Power to approve all memorials, resolutions or opinions issued in the name of the North Carolina Dental Society

e. Power to establish branch offices of the Society

f. Power to create committees and Task Groups of the Society.

Section 3. Meetings: The House of Delegates shall meet annually at a time and place determined by the Board of Trustees.

Section 4. Special Sessions: A special session of the House of Delegates shall be called by the President to consider only such business as shall be mentioned in the call on the written request of a majority of the Constitution & Bylaws/Judicial Concerns/Ethics Committee, or on the written request of seven members of the House of Delegates, provided that such request shall be made by at least one (l) delegate each from not less than three of the district societies. 9

Section 5. The Speaker's Duties and Powers: The Speaker of the House shall preside at all meetings of the House of Delegates and shall determine the order of business for all meetings subject to the approval of the House of Delegates, and shall perform such other duties as custom and parliamentary usage require. The decision of the Speaker of the House shall be final unless an appeal from such decision shall be made by a member of the House, in which case final decision shall be by majority vote. He/she shall cast the deciding vote in case of a tie.

Section 6. The House Secretary: The Secretary-Treasurer of this Society shall serve as Secretary of the House of Delegates. His/Her duties shall include the following:

a. To make a record of all roll call votes taken by the House of Delegates, the record to show how each individual delegate voted on each question.

b. To promulgate to all members of the North Carolina Dental Society the voting record of all delegates at the House of Delegates meeting on all roll call votes, the record to be presented in a concise, tabulated format.

c. To insure that information is made available to all members of the North Carolina Dental Society before the annual meeting of the North Carolina Dental Society.

Section 7. Deliberation Rules:

a. The rules contained in Sturgis Standard Code of Parliamentary Procedure shall govern the deliberations of the House of Delegates in all cases in which they are applicable and not in conflict with these BYLAWS.

b. A named roll call vote can be called for by any delegate present at a meeting of the House of Delegates and may not be denied.

Section 8. Rules Establishing District Dental Society Representation in the House:

a. Every five years (i.e., ’05, ’10, ’15), on August 1st, the Executive Director shall establish the percentage of NCDS members contained in each District.

b. Each District shall be allocated a specific number of delegate positions for the subsequent five calendar years by the formula:

District Membership X House # = District Delegates

NCDS Total Membership

c. Discrepancies between the House Delegate number and the Number of Delegates shall be established by the method of least proportionate error.

d. Each District shall be allocated a number of alternate delegate positions equal to its number of delegate voting positions.

e. The NCDS Officers, ADA Delegates and Trustees shall fill district delegate positions with full privileges of the House. This shall be so stated in the District Constitution and Bylaws.

f. District-elected ADA Delegates and Trustees shall sit as members of their District in the House. A Chair of the District Delegation shall be determined as provided in the District Constitution & Bylaws.

g. Each District Delegation shall have a Chair and Vice Chair the selection of which shall be provided for in the District Constitution and Bylaws. 10

h. Each district shall have the autonomy to fill their allocated delegate or alternate delegate positions. All remaining allocated delegate and alternate delegate positions, after provisions are made for Trustees and ADA Delegate(s), shall be filled by rules set forth in the District's Constitution and Bylaws.

Section 9. Student Delegation: The Chair of the Student Delegation from the UNC School of Dentistry and the Chair of the Student Delegation from East Carolina School of Dental Medicine to the North Carolina Dental Society shall have full voting privileges.

Section 10. Past Presidents: Past Presidents of NCDS shall be invited to each House of Delegates, shall be seated as a group, shall have access to the floor, but shall not vote unless serving in a voting delegate position.

Section 11.Alternate Delegate Seating: A special section shall be provided for Alternate Delegates adjacent to the House floor.

Section 12.Debate: Chair and members of councils, committees, and task groups who are not members of the House of Delegates shall have the right to participate in the debate on their respective reports but shall not have the right to vote.

Section 13.Minority Report: Eleven members of the House of Delegates may file a minority report dissenting from the action of the House of Delegates and appeal to the General Session of the Society.

CHAPTER VII - BOARD OF TRUSTEES

Section 1. Composition: The Board of Trustees shall consist of the President, President-Elect, Vice President, Secretary-Treasurer, the Immediate Past President and two (2) Trustees from each district Dental Society. The Editor-Publisher, the Speaker of the House of Delegates, and the Chair of the North Carolina Delegation to the American Dental Association shall serve as ex-officio members, and, in addition, one UNC dental student one ECU dental student and one designated representative from the Old North State Dental Society shall serve as non-voting trustees. The President shall annually designate the Chair of the Board from the Board members. The Executive Director of the NCDS shall serve as a non-voting member of the Board of Trustees.

Section 2. Term of Office: The district trustees shall serve at district elections for staggered terms of 2 years (maximum three successive terms) so that no more than one-half (1/2) of the district trustees will be elected each year. In each district one trustee term will begin and end on even years while the other trustee term will begin and end on odd years. The term of office for the UNC and ECU dental student trustees shall be for a period of one year. The term of office for the designated representative of the Old North State Dental Society shall be for a period of three years.

Section 3. Vacancy: In the event of a vacancy in the office of district trustee, such vacancy shall be filled by the respective district society. The unexpired term shall not count toward the maximum three successive terms.

In the event a trustee is to be absent for an entire session of the Board of Trustees, the district society which is represented by the trustee may appoint a substitute trustee to serve (with right to vote) during such session only.

Section 4. Powers: 11

a. The Board of Trustees shall be the administrative body of the Society, vested with full power to conduct all business of the Society subject to the laws of the State of North Carolina, the CONSTITUTION, the BYLAWS and the mandates of the House of Delegates.

b. In addition, the Board of Trustees shall have the power to recommend policies and enact interim policies when the General Assembly or House of Delegates is not in session and when such policies are presented to the House of Delegates for ratification at the session immediately following their enactment.

c. It shall have the power to establish rules and regulations consistent with the CONSTITUTION or BYLAWS to govern its organization and procedure.

d. It shall have the power to direct the President to call a special session of the House of Delegates, subject to the provisions of Chapter VI, Section 4.

e. It shall have the power to appoint consultants.

f. It shall have the power to establish an Executive Committee composed of six (6) members. The six members of any such executive committee shall consist of President, President-Elect, Secretary-Treasurer, Immediate Past President, Vice-President, and the Chair of the Board. The Executive Director shall serve as an ex-officio member. Any such executive committee so established shall have the power to act for the full Board in the interim between sessions of the Board; provided, however, that any action taken by the executive committee shall be subject to subsequent approval of the Board of Trustees. Any appropriation of funds of any executive committee may be made only after approval of the Board Trustees.

g. It shall have the power to establish task groups chaired by a member of the Board. Task groups are appointed for specific purposes and shall terminate with the accomplishment of their purpose or at the next annual session unless reappointed.

Section 5. Duties: The duties of the Board of Trustees shall include but not be limited to:

a. provide for the maintenance and supervision of the Central Office and all other property owned or operated by the Society.

b. determine the date and place for convening each annual session of the Society.

c. cause to be bonded by a surety company all officers and employees of the Society entrusted with Society funds.

d. prepare an annual budget for carrying on the affairs of the Society.

e. cause all accounts of the Society to be audited by a certified public accountant at least once a year.

f. review all district nominations for council membership; elect council members; review the President-Elect's nominations for council Chairships; elect council Chair; nominate and elect five (5) members of the NCDPAC Board and nominate and elect five (5) members of the Council on Governmental Relations; designate annually one Trustee to serve as an ex-officio member of each council of this Society for purposes of liaison.

g. review the reports of Councils and Committees of the Society and make recommendations concerning such reports to the House of Delegates.

h. employ an Executive Director on a contractual basis.

i. appoint annually an Editor-Publisher. 12

j. appoint an Associate Editor for a term of one year upon recommendation of the Editor-Publisher.

k. submit to the House of Delegates nominees for honorary membership in the North Carolina Dental Society.

l. submit an annual report to the House of Delegates of its activities.

m. establish annually the priorities of the Society for the coming year.

n. receive and act upon appeals taken by applicants for membership from action of the District Dental Societies.

CHAPTER VIII - ELECTION OF OFFICERS

Section l. All nominations for officers and delegates (if applicable) to the American Dental Association, including nominations from the floor, shall be made at the first general session of the annual meeting. Additional delegates necessary to fill the North Carolina Dental Society quota to the American Dental Association House above and beyond the number elected by North Carolina Dental Society Districts (see Article VI, CONSTITUTION) shall be nominated at the same general session.

Section 2. The President shall ask all persons proposing to nominate candidates for NCDS elected positions to notify the President no later than thirty (30) days prior to the beginning of the first general session. The President shall call for nominating speeches for each office at the appropriate time during the first general session. Nominating speeches shall be limited to five minutes.

Section 3. Should only one candidate be nominated for an office, the President shall call for a vote by acclamation on this office at the first general session.

Section 4. Should more than one candidate be nominated for an office, a voting booth shall be set up and open at the NCDS Registration Desk from the end of the first general session until two hours prior to the second general session during the hours of 8 a.m. and 6:30 p.m. Members wishing to cast a vote shall do so by presenting their credentials in exchange for a ballot.

Section 5. A majority of votes shall be necessary for election. In situations where there are more than two candidates for an office and no candidate receives a majority of the votes cast, the name of the candidate receiving the lowest number of votes shall be dropped and the names of the remaining candidates shall be presented for election at the second general session.

Section 6. For contested elections held at the second general session the President shall appoint three tellers whose duty it shall be (1) to divide the meeting hall by a temporary partition provided with a stile through which all members shall pass one at a time, voting as they pass through; (2) to keep accurate count of the number of members thus passing through the stile and to count the ballots and announce the results. Should the number of votes be greater than the number of members passing through the stile, the elections shall be declared void. A majority of the votes shall be necessary for a choice, the name of the candidate receiving the lowest number of votes being dropped after each ballot, until a candidate shall receive a majority of votes cast.

Section 7. Resignations of officers shall not be considered unless application be made at least three (3) months before the ensuing regular annual meeting of the Society.

CHAPTER IX - DUTIES OF OFFICERS

Section l. The President shall preside at all meetings of this Society, preserve order, regulate debates, and appoint standing committees as may be deemed necessary. He/she shall give deciding votes on all ties, 13

except in election of officers, when he/she shall have the same voting power and privileges as other members; call special meetings upon written request of a majority of the officers of the Society, including the Board of Trustees and the Constitution & Bylaws/Judicial Concerns/Ethics Committee, and perform such other duties as may from time to time be assigned to him/her, and shall deliver an address at the opening session of the next annual meeting of the House of Delegates after assuming office. The recommendations which will be presented in the President's Address must be submitted by him/her to all members of the House of Delegates at least 15 days prior to its convening.

Section 2. The President-Elect shall automatically become President on January 1 of the second ensuing year after having been elected President-Elect at the annual meeting.

Section 3. The Vice President shall assist the President as requested. He/she shall succeed to the office of President as provided in this Chapter of the BYLAWS.

Section 4. The Secretary-Treasurer shall make a detailed report of the financial affairs of the North Carolina Dental Society for the fiscal year of January 1 to December 31 that will be the same as the term of office of that Secretary-Treasurer. The books, vouchers, check stubs, and all papers having to do with the finances of the Society shall be audited by a licensed CPA at the expense of the Society at the end of each fiscal year. A copy of the annual audit shall be published as part of the proceedings of the North Carolina Dental Society and in the Secretary-Treasurer's annual report to the House of Delegates.

He/she shall have oversight of the collection of dues owed to the district societies, the North Carolina Dental Society and the American Dental Association. He/she shall direct NCDS staff to transmit to the Secretary-Treasurer of the district societies monies collected for district dues from their members. He/she shall direct NCDS staff to transmit to the American Dental Association all monies collected for dues to the American Dental Association, plus two dollars ($2.00) per active member to the American Dental Association Foundation Relief Fund. He/she shall direct NCDS staff to settle all debts of the Society upon approval of the President.

He/she shall give bond in the amount of $250,000 in a surety company licensed to do business in North Carolina, said bond to be at the expense of the Society provided that the amount of said bond may be changed at the discretion of the Board of Trustees, and that the Chair of the Board of Trustees be designated as custodian of said bond.

He/she shall serve as custodian of the Trust Property of the North Carolina Dental Society Relief Fund under the direction of its Trustees consistent with the Trust Indenture and the rules and regulations adopted thereunder.

Section 5. The Editor-Publisher shall publish the annual proceedings within five months following the annual meeting, four issues of

The N. C. Dental Society Gazette annually, and any other notices and publications the Board may deem necessary.

He/she shall make a detailed report of the affairs pertaining to the publications of the Society at the annual meeting of the North Carolina Dental Society for the year immediately preceding. He/she shall make an additional final report to the Board of Trustees within thirty days after the annual meeting, this to be published in the Proceedings. The original records will be available for inspection by the Board of Trustees whenever requested.

I. General Responsibilities

a. Serves as Editor-in-Chief of the North Carolina Dental Society.

b. Implements objectives of the office of Editor-Publisher 14

c. Exercises full editorial control over any publication the Board of Trustees may deem necessary.

d. Makes decisions on technical articles and professional material to be published, subject to the policies established by the Board of Trustees.

e. Assumes overall responsibility for work performed in relation to publications.

f. Advises Associate Editor-Publisher, Managing Editor, Assistant Managing Editor (if appointed) and all editorial staff on scientific matters.

g. Consults with legal counsel through the Board of Trustees when necessary.

h. As an appointive officer, is responsible to the Board of Trustees.

II. Duties

a. Prepares and publishes editorials.

b. Writes on issues of dentistry for Society publications.

c. Reads, judges (with or without consultation) and rejects scientific manuscripts for publication.

d. Solicits other scientific articles.

e. Responsible for the budget which is submitted for approval by the Board of Trustees.

f. Attends all meetings of the Board of Trustees as an ex-officio officer.

g. Participates in appropriate meetings and conferences of the Society and meets at least once yearly with the District Editors and Managing Editor.

h. Serves as a member of the Council on Communications.

Section 6. In the event the office of President becomes vacant or the President becomes incapacitated and unable to perform his/her duties, the President-Elect shall become President for the unexpired portion of the term, after which he/she shall serve a full term as President. In the event both the offices of President and President-Elect become vacant, or both the President and President-Elect become incapacitated and unable to perform their duties, the Vice President shall become President for the unexpired portion of the term.

In the event the office of President-Elect becomes vacant or the President-Elect becomes incapacitated and unable to perform his/her duties, the President for the ensuing year shall be elected at the next annual session of the Society in accordance with Chapter VIII of the BYLAWS.

A vacancy in the office of Vice President or in the office of Secretary-Treasurer shall be filled for the unexpired portion of the term by a majority vote of the Board of Trustees.

CHAPTER X - CONSTITUTIONAL COUNCILS AND COMMITTEES

Section l. Nomenclature

A. Councils: Councils of this Society shall be established by the House of Delegates to accomplish assignments and duties within general work areas. The Councils of this Society shall be: 15

(1) Council on Annual Session

(2) Council on Access, Prevention and Interprofessional Relations

(3) Council on Constitution and Bylaws/Judicial Concerns/Ethics

(4) Council on Dental Society Services

(5) Council on Dental Practice and Dental Education

(6) Council on Governmental Relations

(7) Council on Membership

(8) Council on Communication

(9) Council on N.C. Missions of Mercy and Outreach Programs

B. Committees: Committees of this Society shall be those established by the Board of Trustees and/or House of Delegates to accomplish assignments and duties within specific work areas. Committees other than those serving the House of Delegates will serve under a Council. Reviewing shall be made annually or at the end of an assignment regarding the transition of each committee and absorption of its duties by its Council or the Board.

C. Task Groups: Councils, Committees, and the Board may establish task groups in accordance with their needs to carry out duties for specific programs or projects.

Section 2. Composition

A. Members:

1. Councils shall be comprised of at least one (1) member from each of the district dental societies, nominated by the district society for the expiring term by December 31st and elected by the Board of Trustees, to take a place on the Council following the next regular House of Delegates meeting. Nominations are to be made by odd numbered districts in odd numbered years and even numbered districts in even numbered years.

2. Committees shall have not more than five (5) members. The Chair only must be a member of the appropriate Council.

3. Ex-officio and liaison: The President shall be an ex-officio member of all Councils, Committees or Task Groups of the Society without vote. In addition, one member of the Board of Trustees shall be assigned specifically as liaison between all Councils and the Board of Trustees.

4. Consultants: All Councils and Committees of the Association may request the President to appoint one (l) or more consultants when the need for special assistance can be demonstrated, such as technical qualifications and/or geographic advantages essential to the fulfillment of a specific task or program. Specialty consultants shall be approved and recommended by their state specialty societies.

B. Chairmanship:

l. Councils: The President-Elect shall appoint the Chair of each Council to serve for the one-year tenure of his/her presidency, such appointments to be presented to the Board of Trustees at its meeting associated with the annual session or House of Delegates. The Board may, by majority vote, override the appointments of the President-Elect and name the Council Chair. For all councils except the Council on Governmental Relations, and the Council on Annual Session, the Council Chair must be appointed from the district elected members of each Council. The Chairs of the respective Councils shall meet with the incoming President immediately before or immediately after his/her installation to discuss issues and plans for the coming year.

2. Committees: The following will be considered tenured committees: Insurance, Peer Review, and Relief. Members of all other committees shall serve a term of one (l) year; appointments shall be confirmed annually as necessary. The Chair shall be appointed by the President-Elect. 16

3. Task Groups: Chairs are appointed by Council or Board Chair.

Section 3. Term of Office and Tenure

A. Councils: Members of all Councils shall serve two (2) year terms with tenure limited to four (4) successive terms.

B. Committees: Term for committee members is one (l) year with appointment reaffirmed annually as necessary.

Section 4. Vacancies:

A. Councils:

l. Members: The North Carolina Dental Society President, in consultation with the District Dental Society President, shall appoint a member to fill such vacancy for the unexpired term.

2. Chair: The North Carolina Dental Society President, in consultation with the Board, shall appoint a council member to fill such vacancy for the unexpired term and fill the membership vacancy according to paragraph A. l. above.

B. Committees:

l. Members: The North Carolina Dental Society President, in consultation with the District Dental Society President, shall appoint a member to fill such vacancy for the unexpired term.

2. Chair: The North Carolina Dental Society President shall appoint a council member to fill such vacancy for the unexpired term and fill the membership vacancy according to paragraph B-l above.

Section 5. Meetings: All Councils shall hold an organizational meeting annually within 45 days of their election and/or appointment.

A. All Council meetings shall be held in the Central Office of the North Carolina Dental Society, when possible, in order that a staff person may be available for recording minutes. Announcements of meeting times should go to the President in order that he/she, or his/her designate, can be present to afford maximum communication throughout the Dental Society.

B. Should a Council desire to hold meetings outside the Central Office, minutes of the meeting should be taken and copies forwarded to the Executive Director of the Society and the President.

Section 6. Duties:

A. To perform the duties prescribed by the Board of Trustees, General Assembly, or House of Delegates, in addition to the duties specified in the Council and Committee Manual.

B. To appoint such task groups as are necessary to the satisfactory accomplishment of the duties prescribed by the General Assembly, House of Delegates and Board of Trustees.

C. To submit an annual report in writing to the House of Delegates at least 45 days prior to the annual session and to submit progress reports to the Board of Trustees as required. Supplemental reports may be submitted.

D. To submit a proposed itemized budget of anticipated expenditures for the coming fiscal year to the Board of Trustees. 17

Section 7. Council and Committee Manual

The Society shall establish and maintain an up-to-date manual describing the organization, objectives and duties of each Council and Committee. Said manual shall be changed and maintained by the Board of Trustees according to the needs of the Society. Those changes which directly affect the CONSTITUTION & BYLAWS shall be presented to the House of Delegates.

CHAPTER XI - EXECUTIVE DIRECTOR

Section 1. There shall be an Executive Director appointed by the Board of Trustees. The Executive Director shall be responsible to the Board of Trustees.

Section 2. The duties of the Executive Director shall be: (l) to be the executive head of the Central Office and all its branches, and to engage and supervise all employees except as otherwise provided by these BYLAWS; (2) to coordinate the activities of the several committees; (3) to assist the Board of Trustees and the officers of this Society as requested; (4) to assist in preparation and administration of the annual meeting; (5) to act as Managing Editor and to supervise the editing, publishing and business management of all the publications of the Society; (6) to conduct the business affairs of the Society under the supervision of the Board of Trustees; (7) to execute all those acts and to serve in all those capacities required of him/her by these BYLAWS; (8) to present a written report annually to the Board of Trustees and the House of Delegates on the activities of his/her office.

CHAPTER XII - MANAGING EDITOR

I. General Responsibilities

A. The title, Managing Editor, is descriptive of the functions of the position. The Managing Editor manages the publishing program of the Society, including

The North Carolina Dental Gazette, leadership bulletins, the annual membership roster and any other published materials which the Board of Trustees may deem necessary.

B. The Managing Editor has primary responsibility for planning, budget, schedules, design, production and quality standards, to make each issue of each publication informative, visually appealing, on schedule and financially sound.

C. The Managing Editor works with the Editor-Publisher to accomplish the objectives by that office and/or the Board of Trustees.

D. The Managing Editor may appoint an Assistant Managing Editor, with the approval of the Board of Trustees.

E. The Managing Editor will assume overall responsibility in the absence of the Editor-Publisher at the discretion of the Board of Trustees.

II. Duties

A.

North Carolina Dental Gazette

Works with Central Office staff to produce and distribute Gazette.

B. Leadership Bulletins

Works with Central Office staff to produce and distribute any leadership bulletins or news. 18

C. Performs other duties in relation to all Society publications, at the discretion of the Board of Trustees.

CHAPTER XIII - MEETINGS

Section l. The regular meetings of this Society shall be held annually at such place as the Board of Trustees may decide.

Section 2. Special meetings may be called by the President, sanctioned by a majority of the officers of this Society, including Board of Trustees and Constitution & Bylaws/Judicial Concerns/Ethics Committee.

Section 3. When a member of the Society is representing the Society at meetings, and social occasions are part of the meetings, spouses are encouraged to attend. By their presence, the image of the Society is enhanced; therefore, it is urged that Society members have their spouses accompany them.

CHAPTER XIV - QUORUM

Sixty-seven percent (67%) of the voting members of the House of Delegates shall constitute a quorum for the transaction of business. One hundred active members of the North Carolina Dental Society shall constitute a quorum to transact business of the North Carolina Dental Society in general session.

A majority of the voting members of the Board of Trustees, Councils, Committees, Task Groups, or other agencies shall constitute a quorum.

CHAPTER XV - OFFICERS' SALARIES/OBLIGATIONS INCURRED

Section l. The officers of this Society shall not receive pay for their services, nor shall they incur debts greater than the income of the Society during the year of their tenure of office, except by a two-thirds majority vote of the House of Delegates of the North Carolina Dental Society.

Section 2. The Board of Trustees may reimburse delegates and alternate delegates to the American Dental Association, official representatives designated by the President to represent the Society at meetings and conferences, officers, and committee Chair and members for out-of-pocket expenses incurred in the proper execution of their duties.

CHAPTER XVI - CODE OF ETHICS

The Principles of Ethics of the American Dental Association shall be the Principles of Ethics of the North Carolina Dental Society and its district societies and shall govern the professional conduct of the membership. A Code of Ethics not in conflict with the Principles of Ethics of the American Dental Association may be adopted by this Society and by the district societies to further govern the professional conduct of its members.

CHAPTER XVII - DISCIPLINARY PROCEEDINGS

Section l. Conduct Subject to Discipline. Disciplinary action may be exercised for the following reasons constituting within the meaning of these BYLAWS' unprofessional conduct:

a. Conviction of a felony or a misdemeanor involving moral turpitude. A plea or verdict of guilty is deemed to be a conviction within the meaning of this section.

b. Violation of any of the provisions of the Code of Ethics of this Society, or of the Principles of Ethics of the American Dental Association, or of the CONSTITUTION and BYLAWS of this Society. 19

c. Commission of any act involving moral turpitude, dishonesty, or corruption.

d. Violation of the Dental Practice Act of North Carolina.

e. Continued course of ungentlemanly conduct evidencing a deliberate intent to obstruct the orderly progress of a meeting of this Society.

Section 2. Disciplinary Penalties. A member may be warned, or he/she may be placed under a sentence of censure, probation, or suspension or may be expelled from membership for any unprofessional conduct as defined in this Chapter.

Section 3. Accusation and Investigating Committee. On any accusation made to the Society charging acts or conduct indicating unprofessional conduct, the matter will be referred to the Constitution & Bylaws/Judicial Concerns/Ethics Committee for determination as to whether or not the member admits the truth of the accusation against him/her. If the member so admits, the Constitution & Bylaws/Judicial Concerns/Ethics Committee may thereupon issue to the member a letter of warning or of private censure, but if the committee is of the opinion that more serious disciplinary action seems appropriate, it shall afford the member an opportunity to be heard in mitigation and shall thereafter render its decision, which hearing and decision shall accord as nearly as practicable with the procedures provided therefore in the case of contested matters. If the accused member denies the accusation, the President shall be notified and, except where the charges against the member are made in writing and signed by at least three members of the Society, the President shall forthwith appoint an investigating committee of three to investigate the charges. If such investigation results in a finding that the accusation is totally unwarranted, the investigating committee shall so report to the President and Constitution & Bylaws/Judicial Concerns/Ethics Committee and further action shall not be taken on such charge.

Section 4. Complaint. If the investigating committee determines that the facts indicate probable unprofessional conduct, or where written charges signed by at least three members of the Society have been made, the committee shall return a written complaint stating a specification of the CONSTITUTION, BYLAWS, Code of Ethics or other basis of unprofessional conduct alleged to have been violated and a description of the acts or conduct alleged to constitute each violation. On filing such a complaint and after service, the investigating committee, or a member selected by it, shall present the case at the hearing. The committee may at all times be represented by counsel of its choice.

Section 5. Service of Complaint. A copy of the complaint shall be served upon the accused member by registered mail in an envelope addressed to the member at the address given as the member's address in the roster of the Society, and the accused shall have at least thirty days from the date of the service before a hearing on the matter. Time shall be computed from the date of mailing and an affidavit shall be attached to the original of such complaint showing such mailing.

Section 6. Notice of Hearing. The complaint served shall be accompanied by a notice specifying the date, hour, and place wherein the charges will be heard, and shall set forth the names of the members of the Constitution & Bylaws/Judicial Concerns/Ethics Committee and Chair thereof. It shall also state that the member may be represented by counsel. The notice shall inform the accused person of his/her right to be present and to defend against said charges. At the hearing a quorum of the members constituting the Constitution & Bylaws/Judicial Concerns/Ethics Committee must at all times be present.

Section 7. Conduct of Hearing. The Chair of the Constitution & Bylaws/Judicial Concerns/Ethics Committee shall conduct the proceedings and all rulings of the Chair, in the absence of objection by a majority of the members present, shall constitute ruling of the Committee. The Committee may appoint a person skilled in hearing evidence and the taking of testimony to assist the Committee in conducting a fair hearing and to advise the Committee on appropriate rulings and to outline the order of presentation of testimony. 20

Section 8. Rights of Accused. The person complained against shall have a reasonable opportunity and right:

a. to defend against the charges or seek to mitigate them by introduction of evidence;

b. to be represented by counsel;

c. to examine and cross-examine witnesses. He/she shall also be entitled to have produced books and papers in the possession of the Society that might be material to his/her defense.

Section 9. Evidence. The following rules of evidence shall be observed at the hearing:

a. Each party at the hearing shall have the right to call and examine witnesses, to introduce documents, and to question opposing witnesses on any other matter pertinent to the issues.

b. Each party at the hearing shall have the right to have the record of the proceedings reported and transcribed, but such party may be required to make his/her own arrangements therefore.

c. Any form of questioning is permissible but the Chair of the Constitution & Bylaws/Judicial Concerns/Ethics Committee shall not permit interrogation of any witness except by members of the Constitution & Bylaws/Judicial Concerns/Ethics Committee, the investigating committee or party presenting the complaint, or the accused member, or counsel of any party.

d. Any evidence of a character on which responsible persons are accustomed to rely in the conduct of serious affairs, if relevant to the issues, may be admitted. Hearsay evidence shall be acceptable. The Committee, without evidence, may take notice of any scientific or technical fact appertaining to dentistry or dental practice.

e. Either party may introduce affidavits as to relevant facts. The affidavits shall be subscribed and sworn to by the person making the same. No affidavit shall be admitted unless by consent of both parties, unless the opposite party has been mailed a copy of such affidavit at least five days prior to the time of the hearing.

Section 10. Decision. After the hearing is closed, the Constitution & Bylaws/Judicial Concerns/Ethics Committee shall consider all matters presented to it at the hearing and shall make its decision in writing. Decision may be made by a majority of those members of the Constitution & Bylaws/Judicial Concerns/Ethics Committee who heard the case. Except where the accused member has admitted to truth of the charges, where decision results in censure, probation, suspension or expulsion, it shall specify the charges made against the member, the facts which substantiate any or all of the charges, verdict rendered and the penalty. The decision shall be filed with the President and a copy thereof sent by registered mail to the accused member and to the Secretary of the District Society of which he/she is a member. Where penalty is imposed, except letter of warning or private censure, upon admission of the member of the truth of the charges, the accused member shall also be notified of his/her right to appeal.

Section 11. Appeal. Within ninety days after decision is rendered the accused member may appeal to the House of Delegates by filing written notice of appeal with the Executive Director of the Society.

a. Notice of Hearing. After appeal is taken, the House of Delegates shall cause notice of the time and place of appeal hearing to be sent to the accused member and the Chair of the investigating Committee which handled the case, such notice to be sent by registered mail at least thirty days prior to the date set for hearing.

b. Hearing an Appeal. Promptly after an appeal is taken, the Constitution & Bylaws/Judicial Concerns/Ethics Committee shall forward a copy of the transcript if one is made and, if one is not made, the minutes of the hearing and all of the documents submitted, to the House of Delegates. Either party may file written briefs to the Speaker of the House of Delegates prior to the hearing. At the hearing, the 21

accused member and the investigating committee in person or by counsel may be permitted oral arguments at the discretion of the Speaker.

c. Extent of Review. The House of Delegates shall review the decision appealed from to determine whether the evidence presented at the hearing supports that decision or warrants the penalty imposed. The House of Delegates shall not be required to consider additional evidence unless it finds that the accused member will be unreasonably harmed by failure to consider the same.

d. Decision on Appeal. Every decision on appeal shall be reduced to writing and shall state clearly the conclusion of the House of Delegates and reasons for reaching that conclusion. Decision shall be by majority vote of the members of the House of Delegates present at the hearing. The House of Delegates shall have the discretion:

l. to uphold the decision of the Constitution & Bylaws/Judicial Concerns/Ethics Committee,

2. to reverse the decision and thereby exonerate the accused member,

3. to refer the case back to the Constitution & Bylaws/Judicial Concerns/Ethics Committee for a new hearing if the rights of the accused member under the applicable BYLAWS were not accorded to him/her, or

4. to refer the case back to the Constitution & Bylaws/Judicial Concerns/Ethics Committee with the recommendation for a lesser penalty.

Within ten days after the decision is rendered a copy thereof shall be sent by registered mail to the accused member at his/her address of record with the Society.

CHAPTER XVIII - NORTH CAROLINA DENTAL SOCIETY Relief Fund

The Society shall establish the North Carolina Dental Society Relief Fund, fully detached from any other fund of the Society, for the purpose of granting financial aid to dentists, which aid may be given directly or by way of contributions to the American Dental Association Foundation Relief Fund and all of which shall be in accordance with any indenture of trust governing the Relief Fund and in accordance with rules and regulations formulated by the Relief Committee and approved by the Board of Trustees of this Society.

Relief Funds shall be held in the name of the North Carolina Dental Society Relief Fund, and shall be derived from cash, securities and other property transferred or appropriated to it by the House of Delegates and Board of Trustees.

CHAPTER XIX - INDEMNIFICATION

Section l. General. Each director, trustee, officer, council member, committee member, employee, and other agent of the NCDS shall be held harmless and indemnified by the Society against all claims and liabilities and all costs and expenses, including attorney's fees, reasonably incurred or imposed upon such persons in connection with, or resulting from, any action, suit, or proceeding -- or the settlement or compromise thereof -- to which such persons may be made part of by reason of any action taken or omitted by such persons acting in good faith and prudence in furtherance of their duties and responsibilities for the NCDS.

Section 2. Protection Survives Employment and Applies Retroactively. The right of indemnification shall inure to such persons whether or not they are serving the capacities named above at the time such liabilities, costs, or expenses are imposed or incurred, and whether or not their initial service was prior to the adoption of this indemnification chapter. 22

Section 3. Legal Representatives & Estates Protected. In the event of such persons' deaths, this right of indemnification shall extend to their legal representatives or estates if they are made parties to any legal action growing out of such persons' acts or omissions while serving in the capacities named in Section l above.

Section 4. Insurance. To the extent available, the NCDS shall insure against any potential liability hereunder, and the indemnification will take into account and not duplicate any reimbursement from such NCDS insurance or any personal or individual liability insurance such persons may have.

Section 5. Willful, Illegal, or Unethical Acts Not Covered: Nothing in this Chapter is to be construed as indemnifying any such persons who knowingly or willfully act in violation of federal, state, or local laws, or of the NCDS Principles of Ethics, in the conduct of their service to, or employment by, the NCDS.

CHAPTER XX - AMENDMENTS

The BYLAWS may be amended or altered only by the House of Delegates. Advance notice of all proposed amendments or changes to these BYLAWS shall have been given at a previous session of the House of Delegates, or at a previous meeting of the same session, before being voted upon. This advance notice may be waived by a vote of 90% of the members of the House of Delegates present at a legally constituted meeting, and an immediate vote on amendments or changes may then be taken. Two-thirds of those present and voting must vote in favor of any amendments or changes to these BYLAWS in order to secure their adoption.

In the case of special sessions of the House of Delegates, the transmitting of proposed changes or amendments in these BYLAWS to members of the House of Delegates prior to the meeting shall constitute advance notice and a 90% vote to consider the changes and amendments will not apply.

CHAPTER XXI - DE FACTO, ETC.

The above CONSTITUTION AND BYLAWS embrace all the laws governing this Society, and all others are hereby repealed.