Unofficial Summary of Actions
1. RESOLVED, THAT CDA BYLAWS, CHAPTER I,
SECTION 90 BE AMENDED BY ADDITION AS FOLLOWS:
CHAPTER IORGANIZATION
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
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.
B. Holding Company:
(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
Section 90. DUTIES:
A. President: It shall be the duty of the president:
(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
Section 110. DUES AND ASSESSMENTS:
B. Delinquency
and Reinstatement for Nonpayment of Dues or Assessments:
(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
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
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
Section 10. COMPOSITION:
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
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
Section 70: SCREENING COMMITTEE:
F.
DUTIES:
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
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
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
RESOLVED, THAT THE BOARD OF TRUSTEES REVIEW ON AN
ANNUAL BASIS THE BALANCE IN THE ISSUES FUND TO DETERMINE IF THE BALANCE IS
SUFFICIENT OR EXCESSIVE FOR ANY POSSIBLE INITIATIVE RELATED ACTIVITY.
Resolution
17, as submitted by the Board of Trustees, was adopted.
18. RESOLVED, THAT THE CDA POLICY ON
ADVERTISING, ADOPTED BY THE CDA HOUSE OF DELEGATES IN 1987 [8RC-1987-A(1)], BE AMENDED AS FOLLOWS:
Policy on Advertising in CDA Journal
[and Update]
1. The CDA Journal
[and Update] will not accept
advertising for seminars, consultants or other educational programs that
suggest, imply, promise or guarantee increased revenue to a dental practice (in
dollar amounts) that will occur as a result of attending the advertised program
or seminar.
2. The CDA Journal
[and Update] will not accept
advertising that suggests, implies, promises or guarantees specific numbers of
new patients to a practice as a result of attending the advertised program or
seminar.
3. The CDA Journal
[and Update] will not accept
advertising which, in general, implies that the volume of a practice, either in
income or in numbers of patients, may be increased at the expense of proper
patient care.
4. The CDA Journal [and Update] will not accept advertising that
seeks information for, or in any way pertains to, class-action lawsuits.
Resolution 18, as submitted by the Board of Trustees,
was adopted.
19. RESOLVED, THAT THE 1201/TDIC ORGANIZATIONAL STRATEGY REPORT BE ACCEPTED/FILED, AND BE
IT FURTHER
RESOLVED, THAT CDA
RULES OF THE BOARD OF TRUSTEES, CHAPTER V, SECTIONS 70-F-6, 7 AND 9 BE
REVISED:
CHAPTER V – NOMINATION POLICIES
Section 70. SCREENING COMMITTEE:
F. DUTIES: It shall be the duty of the Screening
Committee:
6. To
recommend in the report to the fall Board of Trustees that in addition to the
CDA executive director, a minimum of two (2) and a maximum of three
(3) five (5) members of the
CDA officer corps (trustees, and either the CDA secretary, CDA
treasurer or and vice president, whichever is not
nominated to/currently serving the TDIC board) be nominated to the 1201
Financial and Insurance Services and The Dentists Insurance Company Boards of Directors to be comprised
of: (Amended:
August 1998, Res. #128-1998-B; August 1999, Res
#115-1999-B; September 2002, Res. #70-2002-B)
(a) CDA
secretary , treasureror
and vice president
(b) One
or two (1 or 2) Two (2) members of the CDA Board of Trustees
7. To recommend in the
report to the fall Board of Trustees that in addition to the CDA executive
director, a minimum of three (3) and a maximum of four (4) members of the CDA
officer corps (trustees and secretary or vice president from the Executive
Committee) be nominated to the TDIC Board of Directors, to be comprised of: (Amended: August 1998; Res
#128-1998-B)
(a) One (1) member of the Executive
Committee (as designated above)
(b) Two‑three
(2‑3) members of the CDA Board of Trustees
8.7.
9.8. To recommend in the report to the fall Board of Trustees
that, with regard to CDA Holding Company,
Inc.:
(a) That
the president, immediate past president, president-elect and treasurer be nominated as directors; (Amended: September 2002)
(b) That
the executive director be nominated as chairman of the board;
(c) That three (3) “at large” member
dentists who are neither officers nor trustees be nominated as directors,
except that a trustee serving in his/her final year as trustee is not
prohibited from being nominated as an “at large” member; and
(d) That two (2) persons who shall not
be dentists or employees of this association or any of its subsidiaries be
nominated as directors; (Amended:
November 2002)
(e) That two (2)the operating subsidiary chairmean of the boards,
serving as an ex-officio, non-voting board members, be
nominated as directors. (Added:
August 2000)
(sequential renumbering follows
AND BE IT FURTHER
RESOLVED, THAT CDAHCI BE DIRECTED TO URGE TDIC AND
1201 THAT UPON ADOPTION OF THIS REORGANIZATIONAL PLAN, THE TDIC AND 1201 BYLAWS BE
REVISED TO REFLECT A BOARD OF DIRECTORS WHICH INCLUDES "16" (AND
IMMEDIATE PAST CHAIRMAN SERVING AS AN EX
OFFICIO, NON-VOTING MEMBER, WHEN APPLICABLE) AS THE TOTAL IN NUMBER OF
DIRECTORS AND THAT ANY OTHER REVISIONS NECESSARY TO REFLECT THE ABOVE NOTED
RESTRUCTURE BE MADE.
Resolution 19, as submitted by the Board of Trustees,
was adopted on the consent agenda.
20. RESOLVED, THAT
THE TDIC BYLAWS BE AMENDED AS
FOLLOWS:
Article II - Meetings of Shareholders
Section 2. Annual Meeting of Shareholders; Notice Provisions. Written notice of
each annual meeting shall be given to each shareholder entitled to vote either
personally or by first-class mail or other means of written communications
(which includes, without limitation and wherever used in these bylaws,
telegraphic and facsimile communication), charges prepaid, addressed to each
shareholder at histhe address appearing
on the books of the corporation, or given by himthe
shareholder to the corporation for the purpose of notice.
If no address of a
shareholder appears on the books of the corporation or is given by the
shareholder to the corporation, notice is duly given to himthe
shareholder if sent by mail or other means of written communication
addressed to the place where the principal executive office of the corporation
is located or if published at least once in a newspaper of general circulation
in the county in which said principal executive office is located.
Article III - Board of Directors
Section 3. Election and Removal of
Directors. ...Each
director, including a director elected to fill a vacancy, shall hold office
until hisa successor is elected, except
as otherwise provided by statute.
Article IV - Meetings of Directors
Section 3. Special
Meetings of Directors; Notice Provisions. ...Notice of the time and
place of special meetings shall be delivered personally or by telephone to each
director, or sent by first-class mail or telegram or facsimile transmission,
charges prepaid, addressed to himthe
director at histhe address as it
appears upon the records of the corporation or, if it is not so shown on the
records and is not readily ascertainable, at the place at which the meetings of
the directors are regularly held.
Article V - Officers
Section 1. Officers;
Election.
The officers of the corporation shall be: a chairman and vice
chairman of the board, a president, a vice president andchief financial officer
and a secretary/treasurer.
The officers shall be
elected by the board of directors and shall hold office at the pleasure of such
board, provided that if the chairman of CDA Holding Company, Inc. is a director
of the corporation, hethe chairman of the CDA Holding Company,
Inc. shall be elected as vice
chairman but shall not serve in any other capacity as an officer.
Section 2. Chairman
of the Board.
The chairman of the board,
if present, shall preside at all meetings of the board of directors and the
shareholders and exercise and perform such other powers and duties as may be
from time to time assigned to himby the board of directors or prescribed by the
bylaws.
Section 3. President. HeThe
president shall have all of the powers and shall perform all of the duties
which are ordinarily inherent in the office of the president, and shall have
such further powers and shall perform such further duties as may be prescribed for
himby
the board of directors. HeThe
presidentshall make such reports to the chairman of the holding
company as the chairman of the holding company deems necessary. HeThe
president shall be entitled to attend all meetings of the board of
directors, including executive sessions, except executive sessions involving histhe president’s evaluation and/or
compensation.
Section 5. Vice President and Chief
Financial Officer.
The vice
president andchief
financial officer of the corporation shall keep and maintain or cause to be
kept and maintained, adequate and correct books and records of account of the
corporation. HeThe
chief financial officer shall receive and deposit all monies and other
valuables belonging to the corporation in the name and to the credit of the
corporation and shall disburse the same only in such manner as the board of
directors or the appropriate officers of the corporation may from time to time
determine, shall render to the president and the board of directors, whenever
they request it, an account of all histhe
chief financial officer’s transactions as vice president andchief
financial officer and of the financial condition of the corporation, and hethe chief financial officer shall
perform such further duties as the board of directors may require.
Section 6. Secretary/Treasurer.
The secretary/treasurer
or an assistant secretary, of, if they are absent or unable or refuse to act,
any other officer of the corporation, shall give or cause to be given notice of
all the meetings of the shareholders, the board of directors and committees of
the board required by the bylaws or by law to be given, and hethat
person shall keep the seal of the corporation, if any, in safe custody and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or by the bylaws.
Section 7. Assistant Secretaries and
Assistant Treasurers. It shall be
the duty of the assistant secretaries and the assistant treasurers to assist
the secretary/treasurer in the performance of histhe
secretary/ treasurer’s duties and generally to perform such other duties as
may be delegated to them by the board of directors.
Section 8. Chairman-Elect.
The chairman-elect as such shall have no
powers or responsibilities except such as from time to time may be prescribed for
himby
the board of directors or by the bylaws.
Resolution 20, as submitted by the Board of Trustees,
was adopted on the consent agenda.
21. RESOLVED, THAT THE FOLLOWING CANDIDATES BE SELECTED AS NOMINEES TO SERVE AS
DIRECTORS OF THE FOLLOWING SUBSIDIARY OPERATING COMPANIES:
1201/TDIC Boards of Directors (Mirror Boards)
Board
Recommendations to the House
*James A. Abbott, D.D.S.
Redwood Empire
*Naomi L. Bement,
D.D.S.
*Jean E. Campbell, D.D.S.
*D.
Douglas Cassat, D.D.S.
Public
Member
*Walter Clemens
Nondentist
– Contra Costa
Executive Director
*Peter A. DuBois
CDA Vice President
Dennis W.
Hobby, D.D.S.
Stanislaus
*Steven J. Kend, D.D.S.
CDA Secretary
*Ronald B. Mead, D.D.S.
Trustee
Andrew P. Soderstrom,
D.D.S.
Stanislaus
Thomas H.
Stewart, D.D.S.
Trustee
*George J. Stratigopoulos,
D.D.S.
*Janice M. Sugiyama, D.D.S.
Santa Barbara-Ventura County
*Samuel R. Tarica, D.D.S.
CDA Treasurer
*Donald M. Schinnerer,
D.D.S.
1201/TDIC CEO (ex officio, non-voting)
Frederick E. Knauss
First Alternate
Virginia A.
Hughson-Otte, D.D.S.
Second
Alternate
*Robert F. Emigh, D.D.S.
Harbor
AND BE IT FURTHER
RESOLVED, THAT THIS SLATE OF NOMINEES
IS RECOMMENDED TO THE CDA HOLDING COMPANY, INC. BOARD OF DIRECTORS, AS
SHAREHOLDER, FOR ELECTION TO THE SUBSIDIARY OPERATING COMPANY BOARDS NOTED.
Resolution 21, as submitted by the Board of Trustees,
was amended by the speaker who declared the separate 1201 and TDIC slates
“moot” due to passage of Resolution #19, and then was adopted.
22. RESOLVED, THAT
THE FOLLOWING PERSONS ARE SELECTED AS NOMINEES TO SERVE AS DIRECTORS OF CDA
HOLDING COMPANY, INC.:
Board Recommendations to the House
Executive
Director
*Peter A. DuBois
President
*Debra S. Finney, D.D.S.
Sacramento District
Immediate Past President
*Dennis M. Kalebjian,
D.D.S.
Fresno-Madera
President-Elect
Russell I. Webb, D.D.S.
Tri-County
CDA Treasurer
Donald M. Schinnerer, D.D.S.
Contra Costa
Operating
Subsidiary Chairman
Thomas H.
Stewart, D.D.S.
First
Alternate
Martyn F. Rosa, D.D.S.
Sacramento
District
Second Alternate
Michael R. Ricupito, D.D.S.
Southern
* Denotes Incumbency
Resolution 22, as submitted by the Board of Trustees, was adopted on
the consent agenda. Dr. Thomas Stewart,
1201 and TDIC chair, was elected 12/2 and has been added to the slate.
23. RESOLVED, THAT
THE COUNCIL ON INSURANCE
Resolution 23, as submitted by the Board of Trustees,
was adopted on the consent agenda.
24. RESOLVED, THAT
THE STRATEGIC PLAN GOALS BE APPROVED AS REVISED.
Resolution
24, as submitted by the Board of Trustees, was adopted.
25. RESOLVED, THAT APPLICANTS WITH
INDEFINITE PRACTICE ADDRESSES AS DEFINED IN RESOLUTION #15-1996-H, BE ELIGIBLE
FOR ELECTION TO MEMBERSHIP IN THE GEOGRAPHICAL JURISDICTION OF THE COMPONENT
WHERE THEY RESIDE, AND BE IT FURTHER
RESOLVED, THAT CDA BYLAWS,
CHAPTER III, SECTION 30-A BE AMENDED AS FOLLOWS:
CHAPTER III – COMPONENT SOCIETIES
Section 30. MEMBERSHIP:
A. Membership: The membership of each component
society, except as otherwise provided in these Bylaws shall be limited to individuals within the territorial
jurisdiction of such component society, who are also eligible for membership in
California Dental Association. An
individual must maintain membership in the component within whose jurisdiction
he/she conducts the major part of his/her practice. A full-time dental educator or dental
consultant who is also a practitioner must maintain membership in the component
which includes the jurisdiction of his/her dental practice. A non‑practicing dental educator or
dental consultant must maintain membership either in the component which
includes the jurisdiction of the dental school or consulting office or place of
residence. A current dental educator member will not be required to transfer
membership. A Federal Dental Service
member (as defined in the Explanatory Note to Chapter II, Section 20 of these Bylaws) must maintain membership either
in the component which includes his/her principal place of residence or the
component which includes his/her principal place of federal employment. A dentist without a practice address who applies for membership in the territorial
jurisdiction of the component where he/she resides, shall be elected to
membership upon completion of the requirements for membership and shall remain
a member of the component where he/she resides until a permanent practice
location is established. If the practice
location is established outside the jurisdiction of the electoral component,
the member will be required to transfer to the appropriate component based on
practice location. (Amended: June
1993, 1994)
AND BE IT FURTHER
RESOLVED, THAT THE MEMBERSHIP
POLICIES AND PROCEDURES MANUAL BE UPDATED TO REFLECT CHANGES TO THE MEMBERSHIP APPLICATION PROCEDURES FOR
DENTISTS IN NON-TRADITIONAL PRACTICE SETTINGS, AND BE IT FURTHER
RESOLVED, THAT RESOLUTION #15-1996-H BE AMENDED TO ALLOW COMPONENTS TO
ELECT DENTISTS WITHOUT A PRACTICE ADDRESS, AND DENTISTS APPLY FOR MEMBERSHIP IN
THE JURISDICTION OF THE COMPONENT WHERE THEY RESIDE, UPON MEETING THE
REQUIREMENTS FOR MEMBERSHIP.
Resolution 25, as submitted by the
26RC. RESOLVED, THAT THE HOUSE OF DELEGATES FILE THE
REPORT OF THE TASK FORCE ON THE EVALUATION OF EXISTING AND ALTERNATIVES TO
RESOLVED, THAT RESOLUTION #1-1978-H BE RESCINDED, AND BE IT FURTHER
RESOLVED, THAT A TASK FORCE ON LICENSURE BE CREATED AND CHARGED TO:
· CONDUCT FURTHER RESEARCH ON THE LICENSURE BY GRADUATION
MODELS FOR
· CONSIDER THE ADVANTAGES, DISADVANTAGES, AND IMPACTS TO
ALL LICENSURE CANDIDATE POOLS AS WELL AS TO THE PROFESSION OF DENTISTRY, OF ANY
CHANGES OR ALTERNATIVES TO THE CURRENT LICENSURE PROCESSES.
· REVIEW DATA ON THE IMPACT OF LICENSURE BY CREDENTIAL IN
· REVIEW MODEL LEGISLATION ON CHANGING THE WITH A TARGET INTRODUCTION DATE
OF 2005-2006 LEGISLATIVE SESSION.
AND BE IT FURTHER
RESOLVED, THAT THE TASK FORCE PRESENT A PROGRESS REPORT AT THE 2004
HOUSE OF DELEGATES, AND BE IT FURTHER
RESOLVED, THAT THE NOVEMBER 2003 BOARD OF TRUSTEES BE DIRECTED TO
ADDRESS 2004 FUNDING NEEDS FOR THE TASK FORCE AND ITS PROJECT.
Resolution 26RC was substituted for
Resolution 26, as submitted by the Council on Education and Professional Relations,
and was adopted as severally amended.
27. Resolved, that the appropriate CDA
entity, with input from component and member stakeholders, be charged with
conducting a study to determine CDA/component financial impact, impact to the
component membership jurisdiction and viability, and impact on the member, in
allowing CDA members to choose the component of his/her choice, and be it
further
Resolved, that the Board of Trustees be directed to allocate funds as
deemed necessary to fund this activity, and be it further
Resolved, that a report and/or proposal be forwarded to the Board of Trustees
in 2004 and to the 2004 CDA House of Delegates.
Resolution 27, as submitted by the
28. RESOLVED, THAT THE HOUSE OF DELEGATES
FILE THE REPORT COMPLETED OCTOBER 2003 ON THE FEASIBILITY OF THE CALIFORNIA
DENTAL ASSOCIATION INITIATING A DENTAL HYGIENE EDUCATIONAL PROGRAM, AND BE IT
FURTHER
RESOLVED, THAT THE REPORT BE ACKNOWLEDGED AS
COMPLETING THE FIRST PHASE OF REQUIRED ANALYSIS BY ADDRESSING THE CONCEPT OF
FEASIBILITY, AND BE IT FURTHER
RESOLVED, THAT IN ORDER TO COMPLETE THE ANALYSIS THE
APPROPRIATE CDA ENTITY UNDERTAKE A PRACTICAL STUDY OF THE VARIOUS OPERATIONAL
MODELS OUTLINED IN THE FEASIBILITY STUDY, AND BE IT FURTHER
RESOLVED, THAT AN EDUCATIONAL BUSINESS PLAN BE
DEVELOPED FOR THE RECOMMENDED MODEL(S) AND BE IT FURTHER
RESOLVED, THAT A REPORT BE MADE TO THE 2004 HOUSE OF
DELEGATES.
Resolution 28, as submitted by the Council on Education
and Professional Relations, was adopted.
29. RESOLVED, THAT THE CALIFORNIA DENTAL
ASSOCIATION SUPPORTS THE CONCEPT OF EVERY CHILD RECEIVING A DENTAL EXAM PRIOR
TO ENTERING SCHOOL, AND BE IT FURTHER
RESOLVED, THAT A TASK FORCE BE CREATED TO DEVELOP A
POSITION PAPER AND IMPLEMENTATION STRATEGY IN SUPPORT OF THESE PRINCIPLES, AND
BE IT FURTHER
RESOLVED, THAT A STATUS REPORT BE PROVIDED TO THE FALL
2004 CDA BOARD OF TRUSTEES.
Resolution
29, as submitted by the Board of Trustees, was adopted.
30. RESOLVED, THAT
THE HOUSE OF DELEGATES APPROVE THE 2003 OFFICIAL ACTIONS OF THE BOARD OF
TRUSTEES AS SUMMARIZED IN BOARD REPORT 3.
Resolution 30, as submitted by the Board of Trustees, was adopted on the
consent agenda.
31. RESOLVED, THAT THE APPROPRIATE CDA
ENTITY BE DIRECTED TO EXPLORE WITH OTHER REGULATED PROFESSIONS, THE DEPARTMENT
OF CONSUMER AFFAIRS, THE ATTORNEY GENERAL’S OFFICE AND OTHER INTERESTED
PARTIES, THE FEASIBILITY OF ADOPTING REGULATIONS OR ADMINISTRATIVE PROCEDURES
TO PREVENT UNNECESSARY REHEARINGS BY BOARDS OR AGENCIES WHERE A LICENSEE
ACCUSED OF UNPROFESSIONAL CONDUCT HAS PREVAILED IN A HEARING BEFORE AN
ADMINISTRATIVE LAW JUDGE, AND BE IT FURTHER
RESOLVED, THAT THE ENTITY REPORT ITS FINDINGS AND RECOMMENDATIONS TO
THE BOARD OF TRUSTEES, AND BE IT FURTHER
RESOLVED, THAT IF THE BOARD OF TRUSTEES DETERMINES THAT AN
ADMINISTRATIVE APPROACH IS NOT FEASIBLE, THE BOARD ENCOURAGE THE COUNCIL ON
LEGISLATION TO PURSUE LEGISLATION TO REMEDY THE PROBLEM.
Resolution
31, as submitted by the Sacramento District Dental Society, was adopted.
32. RESOLVED,
THAT THE COUNCIL ON LEGISLATION BE
STRONGLY URGED TO SPONSOR LEGISLATION TO AMEND THE DENTAL PRACTICE ACT TO INCLUDE AN APPROPRIATE STATUTE OF LIMITATIONS ON INVESTIGATIONS AND
DISCIPLINE BY THE DENTAL BOARD OF CALIFORNIA RELATIVE TO ALLEGATIONS OF
UNPROFESSIONAL CONDUCT AGAINST LICENSEES.
Resolution 32, as submitted by the Sacramento
District Dental Society, was adopted.
33RC. RESOLVED,
THAT A $10 ADVANCE REGISTRATION FEE BE IMPLEMENTED IN 2004 FOR STAFF/GUESTS AT
SCIENTIFIC SESSIONS, AND BE IT FURTHER
RESOLVED,
THAT EACH MEMBER BE PROVIDED WITH ONE TWO REGISTRATIONS, ONE
FOR THEMSELVES AND ONE FOR A NONDENTIST, SPOUSE OR GUEST AT NO FEE, AND
BE IT FURTHER.
RESOLVED,
THAT EXCESS FUNDS REALIZED AFTER ADDITIONAL MAILING/BADGE COSTS ARE INCURRED BE
SHARED PROPORTIONATELY, BASED ON PERCENTAGE OF MEMBERSHIP, WITH THE COMPONENT
DENTAL SOCIETIES, AND BE IT FURTHER
RESOLVED,
THAT A REPORT OF THE REALIZED REGISTRATION TOTALS, AS COMPARED TO
PRE-REGISTRATION SUBMISSIONS, AND REVENUES RECEIVED IN 2004, BE PROVIDED TO THE
2004 CDA HOUSE OF DELEGATES.
Resolution 33RC was substituted
for Resolution 33, was editorially amended and adopted.
34. RESOLVED,
THAT IN CONSULTATION WITH THE SPEAKER, THE PROPOSED CONSENT AGENDA FOR THE
REFERENCE
Resolution 34, as submitted by the Reference Committee on President’s Address and Subsidiary Matters, was postponed and subsequently adopted.
35. RESOLVED,
THAT IN CONSULTATION WITH THE SPEAKER, THE PROPOSED CONSENT AGENDA FOR THE
REFERENCE COMMITTEE ON COUNCIL MATTERS BE ADOPTED.
Resolution 35,
as submitted by the Reference Committee on Council Matters, was amended with
the removal of Resolution 28, and subsequently adopted.
36. RESOLVED,
THAT IN CONSULTATION WITH THE SPEAKER, THE PROPOSED CONSENT AGENDA FOR THE
REFERENCE COMMITTEE ON BUDGET, COMMUNICATIONS AND MISCELLANEOUS MATTERS BE ADOPTED.
Resolution 36, as submitted by the
Reference Committee on Budget, Communications and Miscellaneous Matters, was
amended with the removal of Resolution 18, and subsequently adopted.
37. RESOLVED,
THAT CDA RECOGNIZES, APPRECIATES AND SUPPORTS THE EFFORTS OF OUR ACTIVATED
MILITARY PERSONNEL.
Resolution 37, as
submitted by the
38. Resolved,
as time is of the essence, that the California Dental Association extend an
invitation to Dr. Boyd Haley, Department Chair, Chemistry Department, University
of Kentucky, to the 2004 Anaheim Scientific Sessions, to appear before a
videotaped closed session of all voluntarily available 2003 CDA House of Delegates
and trustees to give a two-hour presentation, including an open microphone
question and answer period regarding the science of dental amalgam, and be it
further
Resolved, that the videotaped information acquired at the session be
made available for private viewing to all current 2003 CDA House of Delegates
members at the CDA building for perusal before the 2004 CDA House of Delegates
for further discussion on this vital issue confronting the dental profession.
Resolution 38, as submitted by Monterey
Delegate Dr. David Biles, was referred to the Scientific
Sessions Board of Managers.
39. RESOLVED, THAT THE APPROPRIATE ENTITY(S)
AT CDA BE INSTRUCTED TO TAKE DEFINITIVE STRONG ACTION TO ADVOCATE THAT THE
PROPOSED “CONSUMER-FRIENDLY” DENTAL MATERIALS FACT SHEET, TO BE ISSUED BY THE
DENTAL BOARD OF CALIFORNIA, NOT BE RELEASED CONTAINING ANY LANGUAGE THAT IS NOT
REFLECTIVE AND CONSISTENT WITH CONSENSUS SCIENCE REGARDING DENTAL RESTORATIVE
MATERIALS AND THAT IT CONTAINS NO MISLEADING LANGUAGE OR CONTENT.
Resolution 39, as submitted by the
40. Resolved, that the appropriate CDA
entity be charged to investigate the possibility of developing regional/local
dental assisting training programs to provide quality personnel for our
offices.
Resolution 40, as submitted by
uah-03