Unofficial Summary of Actions

 

2003 CDA House of Delegates

 

 

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 California or by other communications equipment that will provide a means whereby all members can communicate with one another concurrently.  Such meetings shall be conducted in accordance with the rules and procedures established by the organization.

 

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 MISSION STATEMENT TO REFLECT ITS OVERSIGHT OF DIRECT REIMBURSEMENT ISSUES.

 

              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 California dental schools as voting members.  The allocation of delegates to the component societies is made 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.

 

 

11.         RESOLVED, THAT REVISIONS TO THE CDAHCI BYLAWS, ARTICLE III, SECTION 2.a BE APPROVED AS FOLLOWS:

 

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 Alliance of the California Dental Association, elected by the Board of Directors; and

 

(iv)(v)  Five (5) to eleven (11) Four (4) to ten (10) At-large Directors, representing the general public, elected by the Board of Directors.

 

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 MISSION STATEMENT OF THE COUNCIL ON EDUCATION AND PROFESSIONAL RELATIONS, RESOLUTION #12-2001-H, BE RESCINDED, AND BE IT FURTHER

 

RESOLVED, THAT THE REVISED MISSION STATEMENT OF THE COUNCIL ON EDUCATION AND PROFESSIONAL RELATIONS BE APPROVED AS AMENDED.

 

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

 

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Section 70.  SCREENING COMMITTEE:

 

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F.             DUTIES:  It shall be the duty of the Screening Committee:

 

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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

 

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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

 

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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.

 

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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.

 

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Article III - Board of Directors

 

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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.

 

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Article IV - Meetings of Directors

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

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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.

  Western Los Angeles

 

*Jean E. Campbell, D.D.S.

  Orange County

 

*D. Douglas Cassat, D.D.S.

  San Diego County

 

  Public Member

*Walter Clemens

  Nondentist – Contra Costa

 

  Executive Director

*Peter A. DuBois

  Sacramento

 

  CDA Vice President

  Dennis W. Hobby, D.D.S.

  Stanislaus

 

*Steven J. Kend, D.D.S.

  Western Los Angeles

 

  CDA Secretary

*Ronald B. Mead, D.D.S.

  Central Coast

 

  Trustee

  Andrew P. Soderstrom, D.D.S.

  Stanislaus

 

  Thomas H. Stewart, D.D.S.

  Kern County

 

  Trustee

*George J. Stratigopoulos, D.D.S.

  San Diego County

 

*Janice M. Sugiyama, D.D.S.

  Santa Barbara-Ventura County

 

*Samuel R. Tarica, D.D.S.

  Los Angeles

 

  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.

  San Fernando Valley

 

  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

 

  Charles R. Bocks, D.D.S.

  Santa Clara County

 

*Wayne D. Del Carlo, D.D.S.              

  San Francisco

 

  Executive Director

*Peter A. DuBois

  Sacramento

 

  President

*Debra S. Finney, D.D.S.

  Sacramento District

 

  Public Member

  Jeffrey R. Hazarian, J.D.

  Nondentist - San Francisco

 

  Public Member

  Bettina Hooper

  Nondentist - Sacramento

 

  Immediate Past President

*Dennis M. Kalebjian, D.D.S.

  Fresno-Madera

 

*Dennis L. Roginson, D.D.S.

  San Fernando Valley

 


  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 Alameda County

 

*  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 MISSION STATEMENT AND COI-1201 POLICY STATEMENT BE APPROVED AS REVISED.

 

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 Alameda County Dental Society, was adopted on the consent agenda.

 

 

26RC.  RESOLVED, THAT THE HOUSE OF DELEGATES FILE THE REPORT OF THE TASK FORCE ON THE EVALUATION OF EXISTING AND ALTERNATIVES TO CALIFORNIA’S CLINICAL LICENSURE EXAMINATION, AND BE IT FURTHER

 

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 CALIFORNIA GRADUATES TO DETERMINE WHICH WOULD BE THE MOST APPROPRIATE.

·              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 CALIFORNIA AND DETERMINE IF CHANGES TO THAT PROGRAM SHOULD BE RECOMMENDED.

·              REVIEW MODEL LEGISLATION ON CHANGING THE CALIFORNIA LICENSURE PROCESS 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 San Gabriel Valley Dental Society, was referred to the Strategic Planning Committee and Council on Membership for review.

 

 

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 COMMITTEE ON PRESIDENT’S ADDRESS AND SUBSIDIARY MATTERS BE ADOPTED.

 

              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 San Fernando Valley Dental Society, was unanimously adopted.

 

 

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 San Diego County Dental Society, was editorially and severally amended, and subsequently adopted.

 

 

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 Western Los Angeles Dental Society, was defeated.

 

 

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