Amended 2011

WISCONSIN DENTAL HYGIENISTS’ ASSOCIATION

BYLAWS ARTICLE I

NAME AND DEFINITION

Section 1. Name. The name of this corporation shall be the Wisconsin Dental Hygienists’ Association hereinafter referred to as the "Association", a Wisconsin not-for-profit corporation.

Section 2. Definition. This Association is a non-stock corporation and a Constituent of the American Dental Hygienists' Association.

ARTICLE II PURPOSE AND MISSION

Section 1. Purpose. The purpose of this Association shall be to improve the oral health of the public; to advance the art and science of dental hygiene; to maintain the highest standards of dental hygiene and practice; to represent and protect the interests of the dental hygiene profession; to improve the professional competence of the dental hygienist; to foster research in oral health; to provide professional communications; and to conduct other activities as may be permitted by the state of Wisconsin to carry out the purpose of the Association.

Section 2. Mission. The mission of the Association is to:

  • Improve the public’s total health by increasing awareness of, and ensuring
  • access to quality oral health care.
  • Advance the art and science of dental hygiene through research.
  • Promote the highest standard of dental hygiene education, licensure and practice.
  • Represent the interests of the dental hygiene profession.

Section 3. Offices. The Association shall have and continuously maintain in the State of Wisconsin a registered office and a registered agent whose office is identical with that registered office and may have such other offices, within or without the State Wisconsin, as the Board of Trustees may determine.

ARTICLE III MEMBERS

Section 1. Membership. The membership of this Association is composed of members of a Component Association, and of the American Dental Hygienists’ Association, hereinafter referred to as ADHA, who are licensed, practicing or residing in Wisconsin, together with other members as are authorized in the Bylaws of this Association.

Section 2. Membership Qualifications. Membership may be granted to an individual who: (i) meets the criteria set forth for each category of membership in the Association; (ii) shares interest in and supports the purposes of the Association; (iii) abides by these Bylaws, the Association’s Code of Ethics for Dental Hygienists, and such other policies, rules, and regulations as the Association may adopt; and (iv) meets such additional criteria for each category of membership in the Association as the House of Delegates may establish.

Section 3. Membership Categories. The membership of the Association shall be composed of the following categories:

a. Voting Members

1. Active Members. Active membership may be granted to any individual who (i) has either earned a certificate or professional degree in dental hygiene granted pursuant to a dental hygiene program offered by an accredited college or institution of higher education, or is licensed to practice dental hygiene in the United States under the provision of a “grandfather clause”; and (ii) is licensed to practice in any state, territory or possession of the United States if such license is required for the practice of dental hygiene; and (iii) agrees to maintain membership in a Constituent as well as a Component (if such exist where the member is licensed, practices or resides).

2. Retired/Senior Status. Active members who have reached the full retirement age as set by the Social Security Administration and have either been an Active member of the Association for an aggregate totalof thirty (30) years, or twenty-five (25) consecutive years may apply for Retired/Senior status.

3. Members with Disabilities. Active members who are unable to work due to a verified disability may apply for Disabled status. All applications must be verified by the American Dental Hygienists’Association and must be accompanied by proof of eligibility each year.

4. Life Members. Life membership may be granted to any active member who has made outstanding contributions to advance both dental hygiene and this Association shall be eligible for life membership upon nomination by the Board of Trustees and election by the House of Delegates. An elected President of ADHA who has completed the term of office and meets the membership requirements of the Association shall automatically become a Life Member.

b. Non-voting Members

1. International Members. International membership may be granted to any individual who (i) resides outside of the United States; and (ii) holds a valid license to practice as a dental hygienist.
2. Student Members. Student membership may be granted to any student (i) currently enrolled in an accredited dental hygiene program; or (ii) who has graduated from an accredited dental hygiene program and is currently pursuing a baccalaureate or graduate degree complementary to a career in dental hygiene in an accredited college or institution of higher education.
3. Supporting Members. Supporting membership may be granted to any licensed dental hygienist who (i) is not employed in a dental hygiene-related career; and (ii) agrees to maintain membership in a Constituent as well as a Component (if such exist where the member is licensed or resides).
4. Honorary Members. Honorary membership may be granted by the House of Delegates to any individual who (i) is not a dental hygienist; (ii) has made outstanding contributions to dental hygiene or dental health; and (iii) has been nominated by the Board of Trustees.
5. Allied Members. Allied membership may be granted to any individual who supports the purposes and mission of the Association and who is not otherwise qualified for any other class of membership.
6. Corporate Members. Corporate membership may be granted to any corporation, partnership, institution or organization that supports the Association’s mission.

Section 4. Privileges of Members.

a. Voting members shall have the right to vote, hold office, be elected a delegate or alternate to the ADHA and the House of Delegates of the Association, be elected or appointed to any office, board, council or committee of this Association and of the Component to which themember belongs, and other such privileges as the House of Delegates may determine. All other rights powers and responsibilities conferred by law upon members of Non-stock Corporation shall be exercised solely by the House of Delegates of this Association.

b. Non-voting members shall have such privileges as the House of Delegatesshall determine, but shall not have the right to vote or hold office.

Section 5. Disciplinary Action / Termination of Membership. Membership in the Association may be suspended or terminated by the Board of Trustees for cause. Sufficient cause for such suspension or termination of membership may be violation of these Bylaws, the Principles of Ethics, or any lawful rule of practice adopted by the Association, or any other conduct deemed by the House of Delegates to be prejudicial to the best interest of the Association. A statement of the charges shall be sent by registered mail to the last recorded address of the member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty (30) days notice shall be given, and the member shall have the opportunity to appear in person or be represented by counsel and to present any defense to such charges before action is taken by the Board of Trustees. The House of Delegates may adopt such rules as may be necessary to assure due process to the member. The decision for suspension or expulsion shall be by a two – thirds vote of the House of Delegates.

a. Grounds for Discipline. The Association may discipline a member for any of the following reasons:

1. Failure to comply with these Bylaws, the Association’s Code of Ethics for Dental Hygienists, or any other rules or regulations of the Association;
2. Conviction of a felony or a crime related to, or arising out of, the practice of dental hygiene or involving moral turpitude;
3. Suspension, revocation, or forfeiture by any state, province, or country of the member’s right to practice as a dental hygienist; or
4. Unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of the Association.

b. Procedures. Discipline may include, but not be limited to, censure, suspension, probation, and expulsion. Disciplinary action may be taken provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Association. Such disciplinary actions shall be conducted in accordance with procedures established by the House of Delegates. [Note: before initiating suspension or termination proceedings, it is highly advisable to consult legal counsel to determine the lawfulness of the grounds for seeking suspension or termination and also to obtain advice regarding the requirements for a “due process” proceeding.]

c. Non-Payment of Dues. The membership of any member who is in default of payment of dues or assessments for more than three (3) months, ceases to be a member of the Constituent, Component, or other organization required for membership in the Association, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Board of Trustees or their designee(s) shall establish, unless such termination is delayed by the Board of Trustees.

Section 7. Reinstatement. Members who have resigned or whose membership has been terminated for non-payment of dues or assessments may be reinstated upon (i) payment of dues and any assessments; (ii) application to the appropriate Constituent or to the Board of Trustees; and (iii) meeting suchadditional terms and conditions as may be established by the Board of Trustees.

Section 8. Dues. The amount of annual dues, fees and assessments for any class of membership in the Association shall be established by the Board of Trustees .

ARTICLE IV ELECTED OFFICERS

Section 1. Officers. The elected officers of the Association shall be the President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, Speaker of the House and Component Trustees.

Section 2. Qualifications. All elected officers shall be voting members.Component Trustees shall also be a member of the Component to be represented.

Section 3. Nominations. The President shall appoint a nominating committee consisting of the Association President Elect as chairman and one representative from each component. If possible, the committee will nominate at least two candidates for each office to be elected by the House of Delegates. Additional nominations may be made by the membership.

Section 4. Elections. The President Elect shall be elected by ballot by the House of Delegates to serve for one (1) year or until a successor is elected. Upon completion of their respective term, the President Elect shall succeed to the office of President and the President shall succeed to the office of Immediate Past President. The Treasurer and the Speaker of the House shall be elected in even numbered years. The Secretary and the Vice President shall be elected in odd numbered years. The election shall be by ballot unless there is only one candidate. The election may be by voice vote for that office. In the event that no candidate receives a majority of the votes cast on the firstballot, the two candidates receiving the highest number of votes shall be voted upon again by ballot. Component Trustees shall be elected by the members of their respective component at least 30 days prior to Annual Session.

Section 5. Limitation on Service. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office except the Component Trustee, which is limited to three (3) consecutive terms. A member having served more than half term in an office shall be deemed to have served a term. The term of office shall begin at the close of the Annual Session at which they were elected.

Section 6. Vacancies. Should the office of the President become vacant, the President Elect shall become President automatically to serve as President for the unexpired term and the term immediately following. Should the office of President Elect become vacant, the Board of Trustees shall elect a successor for the unexpired term and the term immediately following. Should the offices of President and President Elect become vacant, the Vice President shall serve as President for the unexpired term. Should the offices of Vice President, Secretary or Treasurer become vacant, the President, with the approval of the Board of Trustees, may appoint a successor for the unexpired term. Should the office of Immediate Past President become vacant, it shall remain vacant. In the event of either an absence of vacancy in the office of Component Trustee, the President upon consultation with the Component officers shall appoint a voting member of the Component to serve until the absence or vacancy is removed either by the return of the Trustee or by the election of a Trustee by the Component.

Section 7. Resignation. Any officer may resign by submitting that resignation in writing to the Board of Trustees. In addition, any officer may be removed by a majority vote of the persons entitled to elect such officer, whenever, in their judgment, the best interests of the Association would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer or agent shall not of itself create any contract rights. [Note: consult applicable state law and consider consulting legal counsel.]

Section 8. Compensation. No elected officer shall receive compensation for services as an officer; however the Board of Trustees may authorize reimbursement of expenses incurred in the performance of their duties for the Association, and prescribe procedures for approval and payment of such expenses.

ARTICLE V

DUTIES OF OFFICERS

Section 1. General Duties. Officers shall perform the duties prescribed by these Bylaws and by the Parliamentary Authority adopted by the Association.

Section 2. President. The President shall be the principal elected officer of the Association and shall, in general, supervise all of the business affairs of the Association, subject to the direction and control of the Board of Trustees. The President will be the Chairman of the Board of Trustees, shall address the opening meeting of the House of Delegates, shall submit a written annualreport to the House of Delegates, shall appoint, with the approval of the Board of Trustees, all chairmen and members of standing committees, and special committees, and shall be an ex-officio member of all committees except the nominating committee. The President shall, in general, performall duties customarily incident to the office of President and such other duties as may be prescribed by the Board of Trustees. The President shall succeedto the office of Immediate Past President upon expiration of the President's term of office

Section 3. President Elect. The President-Elect shall assist the President and shall substitute for the President when required. The President-Elect shall, in general, perform all duties customarily incident to the office of President- Elect and such other duties as may be prescribed by the Board of Trustees. The President-Elect shall succeed to the office of President upon expiration of the President’s term of office. The President Elect shall have the powers of and perform the duties of the President during any absence or disability of the President, and shall have such other powers and duties as may be determined by the Board of Trustees or the President.

Section 4. Vice President. The Vice President shall have such powers and duties as may be determined by the Board of Trustees or the President.

Section 5. Secretary. The Secretary will serve as Recording Clerk for the Board of Trustees and the meeting of the House of Delegates, being custodian of the corporate records; keeping minutes of the meetings, and shall have such powers and duties as may be determined by the Board of Trustees or the President.

Section 6. Treasurer. The Treasurer shall be the principal financial officer of the Association and shall have charge of and be responsible for the maintenance of adequate books of account for the Association; shall have charge and custody of all funds and securities of the Association, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Treasurer shall consult with the President concerning books and financial records in ascertaining the financial condition of the Association shall be attentive to fiscal matters and shall have other powers and duties as may be determined by the Board of Trustees or the President.

Section 7. Immediate Past President. The Immediate Past President shall have such duties as may be assigned by the President or the Board of Trustees.

Section 8. Speaker of the House. The Speaker of the House shall be the presiding officer at the annual session of the House of Delegates, shall consult with the President as necessary for the orderly operation of the House of Delegates, and shall have such other duties as may be determined by the Board of Trustees.

Section 9. Component Trustee. Shall discharge their powers and duties on the Board of Trustees so as to be in the best interests of the entire Association and shall report to the members within their Component actions taken by the Board of Trustees.

ARTICLE VI APPOINTED POSITIONS

Section 1. Definition. The appointed positions of the Association shall be the Newsletter Editor and such others as may be required for the proper conduct of Association affairs.

Section 2. Qualifications. Qualifications for appointed positions shall be determined by the Board of Trustees. A majority vote of the Board of Trustees shall be necessary for appointment. The Board of Trustees shall fill vacancies as they occur.

Section 3. Duties. The appointed positions shall perform duties prescribed by the Board of Trustees except as otherwise provided in these Bylaws.

ARTICLE VII HOUSE OF DELEGATES

Section 1. Annual Meeting. The Annual Meeting of the Association shall be known as WDHA Annual Session and shall be held at a time and place the Board of Trustees shall determine and at which time the House of Delegates and Student House of Representatives shall meet.

Section 2. Official Call. The official call to the Annual Session giving the date, place and purpose of the session and shall be available either in print or on the Association’s Web site at least thirty (30), and no more than sixty (60) days prior to the date of the session, unless otherwise required by the procedures established by the House of Delegates.

Section 3. Composition.

a. Voting Members. The voting members of the House of Delegates shall consist of one delegate from each component. The remaining delegates necessary to comprise a total of forty (40) shall be allocated among the components in the ratio of voting members of said components to the total number of voting members of the Association, determined according to membership figures 120 days prior to the WDHA Annual Session.

i. Delegates and Alternates shall be voting members of the Association and or the Components they are to represent, and shall be selected by voting members of that component

ii. For each Delegate allocated to a component there may be one Alternate.

b. Non-Voting Members. The non-voting members of the House of Delegates shall be the elected officers and appointed positions of the Association, elected finance committee members, and one Student Delegate from each district, who shall be student members of the Components they are to represent.

Section 4. Qualifications for Delegates and Alternate Delegates. All Delegates and Alternate Delegates must be voting members of the Association in good standing.

Section 5. Appointment of Delegates and Alternate Delegates. All Components entitled to representation in the House of Delegates must submit the name of their Delegates and Alternate Delegates to the House of Delegates or their designee(s) no less than sixty (60) days prior to each annual session of the House of Delegates.

Section 6. Terms for Delegates and Alternate Delegates. Delegates and Alternate Delegates shall serve a one (1) year term.

Section 7. Powers. The House of Delegates shall be the principal body legislative and governing within the Association responsible for establishing policy and providing direction for matters relating to the practice of dental hygiene which shall govern the association in all its activities subject to these bylaws and the laws of the State.

Section 8. Duties. The duties set forth in these Bylaws, the House of Delegates shall:

a. Amend, alter, or repeal the Bylaws in accordance with Article XXII of these Bylaws;

b. Vote on all matters properly brought before the House of Delegates;

c. Adopt and amend the code of ethics governing the professional conduct of Association’s members;

d. Solicit, process, and communicate membership needs to the Board of Trustees;

e. Participate in the Association’s strategic planning;

f. Elect voting members to serve on the Finance Committee;

g. Elect voting members to serve on the Ethics Committee;

h. Elect members to serve on committees established by the House of Delegates;

i. Elect officers of the Association;

j. Elect honorary and life members;

l. Review the reports of Board of Trustees, officers, councils and committees of the association.

Section 9. Special Meetings. Special meetings of the House of Delegates shall be called by the President upon written request of three-fourths of the Board of Trustees or two thirds of the delegates in attendance at the previous Annual Session of the House or Delegates. Such special meetings shall beheld within fifty days of such request. The time and place of a special meeting shall be determined by the President and published in the official publication of the Association or sent to the address of record of each delegate. Not less than five days notice of a special meeting shall be given, and only that Business specified in the call may be transacted. Delegates and Alternates to the Annual Session shall be the delegates and alternates to any special meeting of the House of Delegates held prior to the next Annual Session.

Section 10. Quorum. A quorum for the transaction of business at any duly called session of the House of Delegates shall consist of a majority of the voting members of the House of Delegates registered as attending.

Section 11. Manner of Acting. The act of a majority of Delegates present at a duly called session at which a quorum is present shall be the act of the House of Delegates, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 12. Attendance / Exercise of Voting Rights. Both Delegates and Alternates shall have the right to attend all sessions of the House of Delegates. Only Delegates shall have the right to vote. Alternates shall have no right to vote, provided, however, in the event the Delegate appointed to represent a particular Component is absent at any session of the House of Delegates, the Alternate appointed to represent such Component shall have the right to vote in place of the Delegate.

Section 13. Resignation and Removal of Delegates and Alternate Delegates. Any Delegate or Alternate Delegate may resign at any time by giving written notice to the President. In addition, any Delegate or Alternate Delegate may be removed by the Component entitled to appoint such Delegate, whenever, in its judgment, the best interests of the Association would be served by such removal.

Section 14. Vacancies. In the event of the death, resignation, removal, or incapacity of a Delegate or Alternate Delegate, the Component represented by such Delegate or Alternate Delegate shall name a qualified member to serve until the conclusion of such Delegate or Alternate Delegate’s term.

ARTICLE VIII SCIENTIFIC SESSIONS

Section 1. Annual Scientific Session. A scientific session to be held at a time and place approved by the Board of Trustees shall be conducted for the purpose of presenting scientific, technical and education information designed to encourage advancement of the art and science of dental hygiene, to bring standardization of methods and materials, and to improve the professional competence of the dental hygienist.

Section 2. Additional Scientific Sessions. Additional scientific sessions, in the form of seminars, symposiums and workshops shall be scheduled from time to time by the Board of Trustees for the purpose of scientific and technical communication and encouraging education and training at all levels of the dental hygiene profession.

ARTICLE IX BOARD OF TRUSTEES

Section 1. Composition. The Board of Trustees shall consist of the President, President Elect, Vice President, Treasurer, Secretary, Immediate Past President, Speaker of the House and a Trustee from each of the Components.

Section 2. Powers. The Board of Trustees shall be the administrative body of the Association vested with the full power to conduct all business of the Association and shall have supervision, control and direction of the Association. In addition, the Board of Trustees shall have power to enact interim policies when the House of Delegates is not in session and when such policies are necessary to properly conduct the Association affairs. The Board of Trustees shall determine its business policies or changes therein within the limits of these Bylaws. All policies shall be reported to the House ofDelegates at the next Annual Session for ratification.

Section 3. Responsibilities. The responsibility and duties of the Board of Trustees shall include: to determine dues and assessments, to provide for and maintain office facilities for the Association if appropriate, to be responsible for all property, real and personal, owned and held by the Association; to establish the fiscal year of the Association; to cause the accounts of the Association to be reviewed annually by a committee appointed by the President; to approve a budget for the next fiscal year, and approve such amendments to the budget as may be necessary, to review the reports of officers and committees of the Association and any recommendations and resolutions to come before the House of Delegates, and to make recommendations thereto; to adopt rules and regulations for the conduct of the affairs of the Association; in the execution of the powers granted to appoint such agents, attorneys and others it deems necessary; to perform such other duties as areprescribed or permitted by the laws of the state of Wisconsin, Board of Trustees or Directors or by these Bylaws and the policies adopted by the House of Delegates.

Section 4. Regular Meetings. There shall be at least four (4) regular meetings of the Board of Trustees each year. Special meetings may be called by the President and shall be called upon the written request of a majority of the voting members of the Board of Trustees. Ten days notice shall be given except for meetings, which may be called during an Annual Session. Business shall be limited to that which is stated in the call.

Section 5. Special Meetings. Special meetings of the Board of Trustees may be called by, or at the request of the President or upon a written request to the President of five (5) members of the Board of Trustees. Notice of any special meeting of the Board of Trustees shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened. [Note: consult applicable state law regarding notice provisions.]

Section 6. Meeting by Conference Call. Any action to be taken at a meeting of the Board of Trustees or any committee thereof may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special meeting).

Section 7. Quorum. A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Trustees; provided that when less than a quorum is present at said meeting, a majority of the Board of Trustees members present may adjourn the meeting to another time without further notice.

Section 8. Manner of Acting. The act of a majority of Trustees present at a duly called meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. [Note: consult applicable state law]

Section 9. Action by Written Consent. Any action requiring a vote of the Board of Trustees may be taken without a meeting if consent in writing, setting forth the action taken, is signed by all of the members of the Board of Trustees entitled to vote with respect to the subject matter thereof.

Section 10. Terms.

a. Component Trustees shall serve a three (3) year term, or until such time as their successors are duly elected, qualified, and assume their position. Trustees serving more than half of a full term shall be deemed to have served a full term in office for purposes of term limits.

b. The President, President-Elect, Vice President, Treasurer and Immediate Past President shall remain on the Board of Trustees for the duration of their term in office.

c. The term of all Component Trustees shall begin at the first meeting of the Board of Trustees following the close of the first annual session of the House of Delegates (or General Assembly) following their election and shall run until the close of the second annual session of the House of Delegates (or General Assembly) following their election.

Section 11. Resignation and Removal. Any Component Trustee may resign at any time by giving written notice to the President. In addition, any Component Trustee may be removed by a majority vote of the persons entitled to elect such Trustee, whenever, in their judgment, the best interests of the Association would be served by such removal.

Section 12. Vacancies. Vacancies in any Component Trustee position (if applicable) shall be filled by the President, after consultation with the President of the Component represented by such Component Trustee, without undue delay. A Component Trustee appointed pursuant to this Section shall hold their position for the remainder of the original term for which she or he was appointed to fill.

ARTICLE X EXECUTIVE COMMITTEE

The Immediate Past President, President, President Elect, Vice-President, Secretary, Treasurer and Speaker of the House shall serve as the Executive Committee of the Association between Board meetings and such other business as may be assigned by the Board. The Executive Committee may conduct business by written, telephonic, or electronic communication. The quorum of the Executive Committee shall be five (5). The Executive Committee shall meet at the call of the President or any two (2) members of the Executive Committee. Any actions taken by the Executive Committee must be ratified by the Board of Trustees at its next meeting.

ARTICLE XI FINANCE

Section 1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by action of the Board of Trustees. In the absence of such determination by the Board of Trustees such instruments shall be signed by the Treasurer and countersigned by the President.

Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as theBoard of Trustees may select.

Section 4. Bonding. The Board of Trustees shall provide for the bonding of such officers and employees of the Association as it may determine is necessary and/or appropriate.

Section 5. Gifts. The Board of Trustees may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

Section 6. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Trustees, House of Delegates, and any committees having the authority of the Board of Trustees.

Section 7. Annual Audit. The Board of Trustees shall provide for an annual audit of the financial records of the Association by a certified public accountant. A report of the financial condition of the Association shall be made to the membership of the Association annually.

Section 8. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Trustees.

ARTICLE XII COUNCILS AND COMMITTEES

Section 1. Establishment. Councils and Standing Committees shall be established by the House of Delegates as it deem necessary or prudent in the exercise of their authority and responsibility as set forth in these Bylaws. Special Committees shall be established by the House of Delegates or the Board of Trustees. Councils and Committees shall have such duties as designated by the House of Delegates or the Board of Trustees, and shall include the preparation and filing of reports.

a. Authority/Composition/Qualifications. The action establishing a council or standing committees shall set forth the council or committee’s purpose, authority, and composition, and the qualifications required for membership on the committee. In the absence of any direction to the contrary in the authorizing action, and subject to the approval of the Board of Trustees; Councils and Committees shall have no fewer than three (3) members, who shall be voting members of the Association. If cooperative efforts with other associations make the appointment of a non-member desirable, it shall be made only with the approval of the Board of Trustees.

b. Appointments. Chairs and members of the Councils and Standing Committees shall be appointed by the President with the approval of the Board of Trustees. Each Component shall appoint a representative to serve as a Council and/or Committee member. Members of Special Committees shall serve terms coinciding with that of the President making the appointment.

c. Quorum and Manner of Acting. At all meetings of any council or standing committee, a majority of the members shall constitute a quorum for the transaction of business unless otherwise set forth in these Bylaws or the resolution establishing such council or committee. A majority vote by council or committee members present and voting at a meeting at which a quorum is present shall be required for any action.

d. Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a council or committee shall be filled by the President.

e. Policies and Procedures. The Board of Trustees shall develop and approve policies and procedures for the operation of all councils and standing committees. All councils and standing committees shall report to the Board of Trustees, unless otherwise set forth in the resolution establishing such council/committee.

Section 2. Advisory/Ad Hoc Committees and Task Forces. The Board of Trustees or House of Delegates may appoint such advisory or ad hoc committees or task forces as are necessary or appropriate in the exercise of their authority and responsibility as set forth in these Bylaws. An ad hoc committee shall terminate three (3) years from the date of its creation, unless renewed by the Board of Trustees. A task force shall terminate after one (1) year from the date of its creation, unless renewed. Ad hoc committees and task forces may be established for longer periods with the approval of the Board of Trustees. The action establishing such a committee or task force shall set forth the committee’s or task force’s purpose and composition.

a. Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.

b. Committee/Task Force Vacancies. Except as otherwise provided herein, vacancies in the membership of a committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee/task force.

c. Policies and Procedures. The Board of Trustees shall develop and approve general policies and procedures for the operating of all committees and task forces. All committees and task forces shall report to the entity creating the committee/task force.

ARTICLE XIII PROGRESSIVE MEETINGS

Section 1. Mail Ballot. Any questions may be submitted in writing, within an established body of the Association, for determination in lieu of a meeting of the body. If one-third (1/3) of the members of any such body challenge the ballot on the grounds that insufficient information is available for proper consideration of the question, the question will be postponed to the next meeting of that body. A report of any action taken shall be verified and made a part of the minutes of the next meeting of that body.

Section 2. Conference Call. Members of the Board of Trustees or of any committee designated by the Board of Trustees may participate through conference telephone or similar communication equipment by means of which all persons participating in the meeting shall constitute presence in person at the same time, and such participation shall constitute presence in person at the meeting.

Section 3. Electronic Meeting. Members of the Board of Trustees or of any committee designated by the board of Trustees may participate in a meeting of the Board of Trustees or such committee through electronic or similar communication technology. A report of any action taken shall be verified and made a part of the minutes of the next meeting of that body. Any action to be taken at a Board of Trustees, House of Delegates (if applicable), voting member, council, committee, or task force meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitutepresence in person at the meeting of the persons so participating.
Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least forty-eight (48) hours prior to the meeting.

Section 4. Use of Electronic Communication. Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

Section 5. Procedures. Specific procedures not in conflict with Section 1 above for conduction any progressive meetings allowing voting shall be determined by the Board of Trustees.

ARTICLE XIV

ADHA REPRESENTATION

Section 1. District Trustee. The Association together with such other designated associations named by the ADHA shall compose the designated District of ADHA. The qualifications, nominations, elections, installation, vacancies and duties of the District Trustee shall be those determined by the ADHA Bylaws.

Section 2. House of Delegates. The Association shall be represented by Delegates and Alternates as provided in the ADHA Bylaws. The Association shall provide the ADHA Executive Director with the names of Delegates and Alternates within ten (10) days of their election and no later than sixty (60) days prior to the ADHA Annual Session.

a. Qualifications. Delegates and Alternates shall be voting members of the Association

b. Term of Office.

i. A Delegate shall serve a term of one (1) year.
ii. An Alternate Delegate shall serve a term of one (1) year.

c. Nominations. Nominations of the Delegates and Alternates to the ADHA House of Delegates and the District Meeting shall be made according to the WDHA Nominating Committee guidelines and policy.

d. Election. The President Elect at the time of ADHA Annual Session will automatically serve as an ADHA Delegate. Additional ADHA Delegates shall be elected by the House of Delegates at the WDHA Annual Session to serve the following year at ADHA. The delegates with the majority of votes shall serve as WDHA representation as delegate seats allow, and the positions of delegate and subsequent alternates will be determined by plurality of votes during the election. Should a tie occur, the House of Delegates will decide at the time how the tie should be broken.

e. Vacancies. In the event of a vacancy among the ADHA Delegates, the delegate chair will fill the seat from the alternates. The Alternates receiving the highest number of votes shall further fill Delegate vacancies after the adjournment of the House of Delegates; the President shall appoint further Alternates with the approval of the Board of Trustees.

f. Delegate Chair. The Delegate Chair will be chosen by the delegation in consultation with the President. The responsibility to appoint seated and alternate delegates belongs to the Delegate Chair.

ARTICLE XV COMPONENTS

Section 1. Tripartite. The American Dental Hygienists’ Association (ADHA) is a tripartite organization. Voting and Supporting members must maintain an active membership in ADHA, a Constituent and a Component (if such exist where the member is licensed, practices or resides).

a. Charter. A single Component may be organized and chartered within a particular area of the Association, subject to the approval of the Board of Trustees and majority vote of the House of Delegates.

b. Definition. A Component of the Association shall consist of all voting members of the Association who are either practicing or residing within that territory in which the Component is situated.

c. Components. Voting members of the Association who are licensed, practicing or residing within Wisconsin may be organized as a component of the Association (each of which is referred to as a “Component”). The Board of Trustees may authorize the establishment of Components which shall (i) be organized and operated in accordance with these Bylaws, and such additional rules and policies as may be adopted by the House of Delegates from time to time; (ii) fulfill criteria for affiliation as may be established by the House of Delegates from time to time; (iii) enter into Component agreements with the Association; and (iv) be issued a charter. The name, geographic boundaries and other requirements for components shall be subject to approval of the ADHA and such rules and policies as may be adopted by the ADHA and the Constituent Board from time to time.

d. Application for Recognition as a Component. The Board of Trustees, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants seeking to be organized as a Component of the Association. All applicants must complete the application form and submit the application, along with the designated fee, if any, to the administrative office or President of the Association. The Board of Trustees shall review the application of all applicants and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Trustees may prescribe, if applicants meet the qualifications necessary for recognition as a Component. Voting members of the Association who are practicing or residing within said territory may make application for a Charter which shall include a description of the proposed territory, proposed name of the Component, Bylaws and list of chartering members.

e. Revocation. Charters for the operation of Components may be revoked by a two-thirds (2/3) affirmative vote by the House of Delegates for failure to comply with the Bylaws of ADHA or the Association. The Board of Trustees shall provide proof of due notice and non-compliance of said Component to the House of Delegates. Upon revocation of a Component’s charter, the Component immediately shall remit all of its funds and records to the Association’s Treasurer for deposit into the Associations account. Due notice shall be given by the Board of Trustees to the Component in question, by registered mail and reasonable opportunity will be given to the Component to correct the infractions which has placed its Charter in jeopardy before final action is taken to revoke the Charter.

f. Name. No Component or other entity shall use the name of the ADHA or the Association in any manner whatsoever unless duly authorized to do so by ADHA or the Association pursuant to the terms of a written agreement.

g. Organization. Each Component shall have officers, Bylaws and Code of Ethics in such form as shall be approved by the Association’s Board of Trustees which shall not be in conflict with the Bylaws of ADHA or the Association with a current copy thereof on file with the Association. Components must maintain voting membership categories and criteria that are identical to the Association’s (with the exception of Life membership).

Changes to a Component’s bylaws must receive the written approval of theAssociation’s Board of Trustees.

h. Meetings. Each Component may hold such meetings as it deems appropriate.

i. Choice of Component. Members may belong to only one Component, and may join the Component of their choice based on where they reside, practice or hold a license.

i. A member is assigned to a component based on their residence, according to current WDHA membership map.

ii. A member of a Component who seeks to transfer membership to another Component shall do so only at the time of payment of dues for the forthcoming year, with the exception of those members chartering a new Component. A member of a Component may transfer to another Component by written request addressed to the central officeof ADHA. The central office of ADHA shall affect the transfer and promptly shall notify the effected Components.

iii. If a member resides out of state, that member may choose a component in which to be a member.

j. Transfers. Full membership privileges shall be granted to the transferring member in the new Component.

k. Dues. Have the right to assess and determine Component dues

l. Officers. Components have the duty to elect Delegates and Alternates, Officers and Trustees set forth in these Bylaws.

Section 2. Representation.

a. Each component shall be entitled to at least one delegate in the House of Delegates of the Association regardless of the number of voting members in said component. The remaining Delegates necessary to comprise a total of Forty (40) shall be allocated to the Components in the ratio of voting members of said component to the total number of voting members of the Association.

b. Determination of Component representation in the House of Delegates shall be made 120 days prior to the Annual Session of the Association.

c. Notification of Component representation in the House of Delegates shall be made thirty (30) days prior to the Annual Session of the Association.

d. A Component shall elect from its Voting Members one Trustee who will represent the members of the Component on the Board of Trustees, who will report to the Component Membership.

Section 3. Delegates.

a. Delegates and Alternates shall be limited to Voting Members of the Association who are members of the Component which said Delegates and Alternate represent thirty (30) days prior to the House of Delegates.

b. An Alternate shall be entitled only to represent the Component in the House of Delegates in the absence of a Delegate.

c. In the event of a vacancy at the WDHA House of Delegates meeting, the Component President or component Trustee may appoint a representative member to fill the Delegate vacancy.

ARTICLE XVI INDEMNIFICATION

The corporation shall, to the fullest extent permitted by Section 181.045 of the General NotFor Profit Corporation Act of the state of Wisconsin as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities and other matters referred to on or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the articles of incorporation of the corporation or any agreement or vote of disinterested trustees or otherwise, both as to action undertaken in his or her official capacity and as to action in another capacity for another corporation or other entitywhich is undertaken at the behest of the corporation, and shall continue as to a person who has ceased to be a trustee, officer, employee or agent and shall insure to the benefit of the heirs, executors and administrators of such a person. To the extent permitted by applicable law, the indemnification provided shall be contingent upon the indemnity’s giving of prompt notice of any claims for which indemnification is or may be sought and the indemnity’s agreement that the corporation, its designee or its insurance carrier shall be empowered to control, should it so elect, and the manner, nature and extent of the defense the attorneys to be retained to handle the defense, and the terms of settling or resolving and all such claims for which indemnification is or may be sought.The indemnification provided by this article shall be limited to the assets of this corporation, and no one shall be personally or individually liable to any extent.The corporation may purchase and maintain insurance on the behalf of any person who is or was a trustee, officer, agent or delegate of the corporation against any liability asserted against him or her and incurred by him or her in any such capacity with another corporation, whether or not the corporation would have the power to indemnify him or her against such liability under the provision of this article.

ARTICLE XVII DISSOLUTION

The Association shall use its funds only to accomplish the Purposes and Mission stated in these Bylaws, and no part of its funds shall inure or be distributed to the members of the Association. In the event of the dissolution of the Association, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Association, distribute all of the remaining assets of the Association (except any assets held by the Association upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) to the ADHA, or, if the ADHA is no longer in existence, exclusively for the purposes of the Association in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding provisions of any future United States Internal Revenue statute, as the (insert governing body) shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine. [Note: Dissolution must be in compliance with federal and state laws.]

ARTICLE XVIII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised, shall govern all meetings of the House of Delegates in all cases to which they are applicable and in which they are not inconsistent with the Wisconsin State Act, these bylaws and any special rules of order the Association may adopt. The current edition of Robert’s Rules of Order, Newly Revised, shall be the authority for procedures not covered in the Bylaws or the rules of the Association.

ARTICLE XIX

“SUPREMACY CLAUSE”

The Bylaws of this Association shall not be in conflict with the Bylaws of ADHA, which shall be the supreme law of the Association. A current copy of these Bylaws shall be on file with the Executive Director of ADHA.

ARTICLE XX WAIVER OF NOTICE

Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XXI AMENDMENT OF BYLAWS

These Bylaws and Principles of Ethics may be amended at any meeting of the House ofDelegates by two-thirds vote, provided that a copy of the purposed amendment has been sent to all Delegates at least sixty (60) days prior to that meeting, or without notice at any meeting of the House of Delegates held during the Annual Session by a three-fourths (3/4) vote.