Unofficial Summary of Actions
1. RESOLVED, THAT CDA BYLAWS, CHAPTER I,
SECTION 90 BE AMENDED BY ADDITION AS FOLLOWS:
CHAPTER I—ORGANIZATION
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Section 90. MEETINGS: Except as otherwise provided herein, regular
or special meetings of this organization may be held in a single geographic
location within the state of
AND BE IT FURTHER
RESOLVED, THAT THIS CDA BYLAWS
LANGUAGE BE EXCERPTED INTO THE RULES OF
THE BOARD OF TRUSTEES.
Resolution 1, as submitted by the Board of Trustees, was adopted on the
consent agenda.
2 RESOLVED, THAT CDA BYLAWS, CHAPTER XV, SECTIONS
20-A(a) AND B(b) BE AMENDED BY THE ADDITION OF THE
FOLLOWING "SPECIAL INTERIM PROVISIONS" AS FOLLOWS:
CHAPTER XV - SUBSIDIARIES
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Section 20. FOR-PROFIT SUBSIDIARIES:
A. Subsidiaries:
(a) Board Member
Composition: The board of directors
of each subsidiary operating company shall include one nondentist-nonemployee
member. Candidates for nondentist-nonemployee
director positions may be proposed to the Board of Trustees by each respective
board of directors in accordance with Chapter IV, Section 160.
Special
Interim Provision: During the period that TDCMS has only one director, the
above requirement, that it include one nondentist-nonemployee
member, will not apply. Should TDCMS
increase its board size, or should TDCMS be dissolved, this special interim
provision will automatically be deleted from these bylaws.
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B. Holding Company:
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(b) Administration: The chief executive officers of each of the
subsidiary operating companies shall report to the chairman of the board of CDA
Holding Company, Inc. The chairman, or a representative appointed by the
chairman, shall in turn present quarterly reports of the activities of the
subsidiary operating companies to the Executive Committee, the Board of
Trustees and present an annual report to the House of Delegates.
Special
Interim Provision: During the period that TDCMS has only one director, the
above requirement that it submit reports will not apply. Should TDCMS increase its
board size,
or should TDCMS be dissolved, this special interim provision will automatically
be deleted from these bylaws.
Resolution 2, as submitted by the Board of Trustees, was adopted on the
consent agenda.
3. RESOLVED, THAT THE COMMITTEE ON THE NEW DENTAL
PROFESSIONAL'S NAME BE CHANGED TO THE COMMITTEE ON THE NEW DENTIST, AND BE IT
FURTHER
RESOLVED, THAT CDA BYLAWS, CHAPTER VI, SECTION 90-A-(l) BE
REVISED:
CHAPTER VI - ELECTED OFFICERS
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Section 90. DUTIES:
A. President: It shall be the duty of the president:
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(l) To annually appoint members of the
Committee on the New Dentalist Professional
to selected councils or committees in a non-voting, ex-officio
capacity.
Resolution 3, as submitted by the Board of Trustees, was adopted on the
consent agenda.
4RC. RESOLVED, THAT MEMBERS
WHO RENEW THEIR DUES AFTER THE MARCH 31 DELINQUENT DATE PAY A REINSTATEMENT FEE
OF $100, AND BE IT FURTHER
RESOLVED, THAT CDA
BYLAWS, CHAPTER II, SECTION 110.B (b) BE REVISED BY ADDITION:
CHAPTER II – MEMBERSHIP
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Section 110. DUES AND ASSESSMENTS:
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B. Delinquency
and Reinstatement for Nonpayment of Dues or Assessments:
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(b) Reinstatement of membership lost for
nonpayment of dues or assessments may be secured on the payment of the required
dues and/or assessments for the current year, payment of a reinstatement fee
established by the Board of Trustees and on compliance with other
applicable provisions of the Bylaws
of this association, of the component society and of the American Dental Association.
RESOLVED, THAT THE REVENUES RECEIVED THROUGH
THE COLLECTION OF THE REINSTATEMENT FEE BE DIVIDED EQUALLY BETWEEN CDA AND THE
COMPONENT DENTAL SOCIETIES.
Resolution 4RC was substituted
for Resolution 4, as submitted by the Board of Trustees, and was subsequently adopted
as amended.
5. RESOLVED,
THAT THE COMMUNICATIONS COMMITTEE BE ELIMINATED, AND BE IT FURTHER
RESOLVED, THAT THE CDA BYLAWS, CHAPTER IX, SECTION 50, BE AMENDED BY DELETION AS FOLLOWS:
CHAPTER IX - STANDING COMMITTEE
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Section 50.
COMMUNICATIONS COMMITTEE:
A. Composition: The
Communications Committee shall be composed of one representative from the
Executive Committee, one representative from the Board of Trustees, three
representatives from the membership at large, and five representatives from
various ad hoc and standing councils and committees, all of whom shall be
appointed by the CDA president for individual terms with ratification by the
Board of Trustees. At-large members of the committee shall be appointed with
consideration to regional representation within the state. The president shall
also appoint the chairman of the committee. (Amended: June 1994, December
1997)
B. Terms of Office: The terms of
the members shall be for two (2) years, with, alternately, two or three members'
terms expiring each year. The terms of the five representatives from councils
and committees shall be one year. (Amended: December 1997)
Special Interim Provision:
Individuals holding office under this section as of June 1, 1996 shall be eligible to serve through the installation
of their successor, and the additional length of service of approximately six
months will not be counted against this term limit. This provision will be
automatically deleted from these Bylaws as of adjournment of the 2003
CDA House of Delegates.
C. Duties:
(a) The committee shall meet as needed to
provide input and direction in the formation
of public relations, marketing, and advertising programs of the Marketing and Communications Division of
CDA.
(b)
The committee shall report
quarterly to the Board of Trustees and annually to the House of Delegates.
(c) The committee shall forward to the
Judicial Council for review any and all advertising themes developed for the
public relations, marketing and advertising programs of the California Dental
Association to determine that such programs do not violate the Code of
Ethics.(Added: June 1991)
AND BE IT FURTHER
RESOLVED, THAT CDA
RULES OF THE BOARD OF TRUSTEES,
CHAPTER II, SECTION 10-E, WHICH IS AN EXCERPT OF THE BYLAWS LANGUAGE, ALSO BE AMENDED BY DELETION.
Resolution 5, as submitted by the Board of Trustees,
was adopted on the consent agenda.
6. RESOLVED,
THAT CDA BYLAWS, CHAPTER IX, SECTION
60 BE AMENDED BY DELETION AS FOLLOWS:
CHAPTER IX – STANDING COMMITTEES
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Section 60. DIRECT
REIMBURSEMENT COMMITTEE:
A. Composition: The Direct Reimbursement Committee shall be
composed of four representatives from the membership at large, all of whom
shall be appointed by the CDA president for individual terms with ratification
by the board. The president shall also
appoint the chairman of the committee.
B. Terms of Office: The terms of the members shall be for two (2)
years, with, alternatively, two members’ terms expiring each year. The consecutive tenure of a member of the
Direct Reimbursement Committee shall be limited to three (3) full terms of two
(2) years each.
Special Interim Provision: Individuals
holding office under this section as of June 1, 1996 shall be eligible to serve through the installation
of their successor, and the additional length of service of approximately six
months will not be counted against this term limit. This provision will be automatically deleted
from these Bylaws as of adjournment
of the 2003 CDA House of Delegates.
C. Duties:
a) The committee shall meet as needed
to provide input and direction to the CDA Direct Reimbursement promotion
program.
b) The
committee shall report quarterly to the Board of Trustees and annually to the
House of Delegates.
AND BE IT FURTHER
RESOLVED, THAT THE ABOVE CDA BYLAWS SECTION, AS
EXCERPTED IN THE RULES OF THE BOARD OF
TRUSTEES, CHAPTER II, SECTION F, BE DELETED, AND BE IT FURTHER
RESOLVED, THAT THE COUNCIL ON DENTAL CARE BE DIRECTED
TO REVISE ITS
Resolution
6, as submitted by the Board of Trustees, was adopted.
7. RESOLVED, THAT THE COUNCIL ON
SCIENTIFIC SESSIONS BE RECLASSIFIED AS THE SCIENTIFIC SESSIONS BOARD OF
MANAGERS, AND BE IT FURTHER
RESOLVED, THAT CDA
BYLAWS, CHAPTER VIII, SECTION 10 BE REVISED BY DELETION AS FOLLOWS:
CHAPTER VIII ─ COUNCILS
Section 10. NAME: The councils of this association shall be:
Council on Community Health
Council on Dental Care
Council of Dental Research and Developments
Council on Education and Professional Relations
Council on Insurance
Judicial Council
Council on Legislation
Council on Membership
Council on Peer Review
Council on Scientific Sessions
and such other councils as the house may establish
from time to time.
AND BE IT FURTHER
RESOLVED, THAT CDA
BYLAWS, CHAPTER XIII, BE AMENDED BY ADDITION AS FOLLOWS:
CHAPTER XII ─ SCIENTIFIC SESSIONS
This association shall hold Scientific Sessions at
such times and places and in accordance with rules and directions established
by the Board of Trustees.
Section 10. SCIENTIFIC
SESSIONS BOARD OF MANAGERS:
A. Composition: The Scientific Sessions Board of Managers
shall be composed of 9 members, selected through the Screening Committee
process, using specific criteria and qualifications established by the board of
managers in the selection process. The
board shall also include up to five associate members selected by the chairman,
and the executive director, who shall serve as an ex-officio, voting member and board vice chairman. All perspective board members must have
completed at lease a one-year term as an associate member. No more than two members of the board of
managers, inclusive of associate members, may be members of the CDA Board of
Trustees. The president shall appoint
the chairman of the board of managers.
All members must be members of this association.
B. Terms of Office: The term of office of members of the board of
managers shall be three (3) years, and the consecutive tenure of a member of
the board of managers shall be limited to two full terms of three (3) years
each. The terms shall be staggered in
order to encourage continuity.
C. Duties: The board of managers shall establish a
mission statement and manage the development and implementation of the spring
and fall Scientific Sessions.
D. Associate members: Associate members will serve one-year terms
and be forwarded by the chairman of the board of managers to the Executive
Committee annually for approval.
Associate members shall be categorized as 1) training associates or 2)
experienced associates. At least one
training associate, and no more than four experienced associates, shall be
selected each year. Experienced
associates will be utilized to
bridge gaps in experience or workload as needed.
E. Annual Report and Budget: The board shall submit quarterly reports to
the Board of Trustees, annual
reports to the House of Delegates, and shall propose an itemized budget
annually to the Board of Trustees.
AND BE IT FURTHER
RESOLVED, THAT THE RULES OF THE
BOARD OF TRUSTEES AND STANDING RULES
OF COUNCILS BE REVISED BY THE BOARD TO REFLECT THESE REVISIONS.
Resolution 7, as submitted by the Board of Trustees,
was adopted on the consent agenda.
8. RESOLVED, THAT CDA BYLAWS, CHAPTER IV,
SECTION 10(B) BE AMENDED TO REFLECT A NEW DELEGATE ALLOCATION METHOD AS
FOLLOWS:
CHAPTER IV - HOUSE OF DELEGATES
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Section 10. COMPOSITION:
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B. Two hundred (200) shall be allotted
to component societies according to the method of least proportionate errormethods
of full allocation and absolute error adjustment. If any component society is allocated
fewer than two (2) delegates, additional delegates will be added to the total
and allocated until each component society has at least two delegates. No more than ten (10) additional delegates
may be added in this manner.
AND BE IT FURTHER
RESOLVED, THAT THE MANUAL
OF THE HOUSE OF DELEGATES, SECTION I, LINE 14 BE AMENDED AS FOLLOWS:
I. Introduction
202 to 205215 members constitute the House of
Delegates. 200Up to 210
members of the House of Delegates are chosen by the component societies which
constitute the association, and up to five representatives are chosen by the
five proportionately utilizing the methods of full
allocation and absolute error adjustment on the basis of membership, with
each component society having at least onetwo
delegates. Not less than two delegates
shall be dental student delegates, with one delegate appointed from each
accredited dental school with 100% CDA student membership (Bylaws, Chapter IV, Section 10C).
Resolution
8, as submitted by the Board of Trustees, was adopted.
9. RESOLVED, THAT THE 2003 HOUSE OF
DELEGATES ADOPT THE PROPOSED BUDGET FOR THE 2004 YEAR.
Resolution 9, as submitted by the Board of Trustees, was postponed to the last item of business on Monday, and subsequently adopted.
10. RESOLVED, THAT THE TRANSFER OF TDCMS
ACTIVITIES TO CDA ROTUNDA PARTNERS, LLC, BE APPROVED, AND BE IT FURTHER
RESOLVED, THAT TDCMS’ ASSETS BE LIQUIDATED BY THE END OF
2003, WITH TDCMS MAINTAINED AT MINIMUM REQUIREMENTS TO MAINTAIN THE CORPORATE
ENTITY FOR POSSIBLE FUTURE USE, AND BE IT FURTHER
RESOLVED,
that Article III, SECTION 2 (a) AND (b)
of the Tdcms Bylaws BE amended
AS FOLLOWs:
Article III - Board of Directors
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Section 2. Number of Directors.
(a) The authorized number of directors shall not be one
(1) until changed by a duly adopted amendment to the articles of incorporation
or by amendment of this Section 2 adopted by the vote or written consent of a majority
of the outstanding shares entitled to vote.less
than five (5) nor more than nine (9).
The exact authorized number of directors shall be fixed from time to
time, within the limits specified in this Section 2(a), by the board of
directors, or by a bylaw or amendment thereof duly adopted by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares entitled to vote.
(b) Subject to the foregoing provisions
for changing the authorized number of directors, the authorized number of
directors of this corporation shall be nine (9), eight voting and one
non-voting member who shall be the president and chief executive officer of the
corporation. For purposes of determining
the presence of a quorum, as provided herein, the non-voting member shall not
be considered as part of the authorized number of directors. The board of directors shall include one nondentist-nonemployee member.
AND BE IT FURTHER
RESOLVED, THAT THE CDA RULES OF THE BOARD OF TRUSTEES, CHAPTER V, SECTION
70-F-8(a) AND (b) BE REVISED AS FOLLOWS:
CHAPTER V - NOMINATION POLICIES
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Section 70: SCREENING COMMITTEE:
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F.
DUTIES:
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8. To
recommend in the report to the fall Board of Trustees, with regard to TDCMS:
(a) That the CDA President, vice
president and executive director be nominated as directors;
and
(b) That the nondentist, nonemployee board member of CDA Holding Company, Inc. be nominated as the nondentists-nonemplopyee director.
Resolution 10,
as submitted by the Board of Trustees, was adopted on the consent agenda.
ARTICLE III - Board of Directors
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Section 2.a. Number of Directors. The authorized number of directors of this
corporation shall be nine (9)
twelve (12)
Resolution
11, as submitted by the Board of Trustees, was adopted.
12. RESOLVED, THAT THE CDA BOARD OF
TRUSTEES RATIFY AMENDMENTS TO ARTICLE IV, SECTION 3 OF THE CDA FOUNDATION
BYLAWS:
ARTICLE IV DIRECTORS
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Section 3. NUMBER AND
QUALIFICATION OF DIRECTORS: The
authorized number of Directors shall be no less than nine (9) and no more than
fifteen (15). The exact number of
authorized directors shall be nine (9), until changed, within the limits
specified, by resolution of the Board.
The Board of Directors shall consist of the following
persons:
(i) One Appointed Director, appointed by the
California Dental Association from among those persons currently serving as
members of the California Dental Association Executive Committee;
(ii)
One Designated Director, who shall be the person currently serving as Executive Director of the California
Dental Association;
(iii) Two
Appointed Directors, appointed by the California Dental Association from among
those persons currently serving as at-large members of the Board of Trustees
for the California Dental Association; and
(iv) One
At-Large Director, representing the
(iv)(v) Five (5) to eleven (11)
Resolution 12, as submitted by the Board of Trustees, was adopted on the
consent agenda.
13. RESOLVED, THAT THE PROPOSED MISSION
STATEMENT, STRUCTURE AND RESPONSIBILITIES FOR THE COMMITTEE ON THE NEW DENTIST
BE APPROVED.
Resolution 13, as submitted by the Board of Trustees, was adopted on the
consent agenda. The name of the
committee has been editorially revised per Resolution #3.
14. RESOLVED, THAT THE PROPOSED REVISIONS
TO THE CDA PEER REVIEW MANUAL CONCERNING COMPONENT PEER REVIEW COMMITTEES BE
APPROVED, AND BE IT FURTHER
RESOLVED, THAT THE PROPOSED REVISIONS TO THE CURRENT
POLICIES IN THE CDA PEER REVIEW MANUAL REGARDING CASES DISMISSED FROM LITIGATION
BE APPROVED, AND BE IT FURTHER
RESOLVED, THAT THE CDA
PEER REVIEW MANUAL BE REVISED TO
ELIMINATE NON-MEMBER DENTIST EMPLOYEE ELIGIBILITY FOR PEER REVIEW.
Resolution
14, as submitted by the Board of Trustees, was adopted.
15. Resolved, that a $10 advance
registration fee be implemented for staff/guests at Scientific Sessions.
Resolution
15, as submitted by the Board of Trustees, was declared “moot” by the speaker,
based on adoption of Resolution #33RC.
16RC. RESOLVED,
THAT THE CURRENT
RESOLVED, THAT THE REVISED
Resolution 16RC was substituted
for Resolution 16, as submitted by the Board of Trustees, and was adopted with
an amendment to the attachment.
17. RESOLVED,
THAT THE SCOPE OF THE ISSUES FUND BE MODIFIED TO INCLUDE USE FOR ISSUES OF
IMPORTANCE TO THE DENTAL PROFESSION, AND BE IT FURTHER