West Suburban Branch Constitution & Bylaws

Revised Nov. 9, 2021

Constitution

Article I. Name

The name of this organization is the West Suburban Branch of the Chicago Dental Society, alternately referred to as the West Suburban Dental Society or WSDS. It shall conform to the Constitution and Bylaws of the Chicago Dental Society, in particular Article XX of the CDS Bylaws as adopted January 14, 1981.

Article II. Objective

WSDS is a not-for-profit organization under the laws of the State of Illinois. Its objective shall be to promote the art of science of dentistry, to represent the interest of its members and to seek to improve the oral health of the public which it serves.

Article III. Membership

Active Membership: Any dentist who is a member of the Chicago Dental Society is eligible for membership.

Article IV. Board of Directors

The governing body of WSDS shall be a Board of Directors consisting of its officers (President, President-Elect, Vice President, Secretary, Treasurer and Librarian), the Branch Director to the Chicago Dental Society, and the three most recent Past-Presidents who are still active member of the Branch.

Officers shall be elected annually, and the Branch Director shall be elected every three years.

The fiscal year of WSDS shall be from June 1 to the following May 31.

Article V. Meetings

• Regular Meetings of WSDS shall consist of a business session and educational or social program.
• There shall be five or more Regular Meetings held each year between September 1 and May 31, generally on the second Tuesday of the month.
• Special Meetings of WSDS may be called by the President at the written request of (a) The majority of the Board of Directors or (b) 30 or more active members.
• Notification to the membership of all Regular and Special Meetings shall be given at least 15 days prior to the date of such meeting.
• 30 or more members shall constitute a quorum for the transaction of business at any meeting.
• The Board of Directors shall meet prior to each regularly scheduled professional meeting.

Article VI. Amendments to the Constitution or Bylaws

The WSDS Constitution and Bylaws may be amended or revised by a two-thirds affirmative vote of the active members present at any regular or special meeting called for that purpose, provided that the proposed changes shall have been presented to the Board of Directors in writing at least 30 days prior to the meeting. Such action is to be voted upon and further provided that such proposed changes are published in the official magazine of the Chicago Dental Society or mailed to all active members at least 15 days before such meeting.

Bylaws

Section I. Location

The regular meetings of WSDS shall be within the boundaries of the West Suburban Branch unless otherwise voted on by the Board of Directors.

Section II. Nominations and Elections

• Elective Officers: The elective officers of the WSDS Board shall be President-elect, Vice President, Secretary, Treasurer, and Librarian, all of whom shall be elected to serve for one year or until their successors are duly elected. The President shall not be elected but shall succeed to that office after having been elected President-elect and having served their term in such office or as otherwise provided in these Bylaws.
• Election of Director to the Chicago Dental Society: WSDS shall elect one member to serve as Director to CDS for a term of three years. To be eligible, this member would need to be a past president of any CDS branch and have served on the board of directors or executive committee for the WSDS for three years.
• Election of Delegates to the Illinois State Dental Society House of Delegates: WSDS shall elect representatives to serve as Delegates to the ISDS House of Delegates for a term of one year, such election to be held simultaneously with the election of the WSDS Board officers. The WSDS delegation shall automatically include the WSDS Director to CDS and the top three officers from the WSDS. The remaining delegates shall be elected from the Board officers and active members in a manner that reflects an equal distribution of representatives from each of the three groups in the tripartite political coalition, i.e., Independents, Members and Progressives.
• Method of Nomination: A Nominating Committee consisting of at least three of the five Immediate Past-Presidents from WSDS, who are active members, and two other members-at-large appointed by the President. They shall prepare a slate of officers, ISDS delegates and in every third year the WSDS Director of CDS, naming at least one candidate for each of the several positions. The Nominating Committee shall make a report at a regularly scheduled meeting of WSDS at least one month prior to the election. In addition, any number of active members in good standing, but not less than thirty (30), may nominate a candidate by petition in writing for any of all of the elective positions of the board, provided that no person shall be nominated without his or her consent. Such petitions, together with evidence of consent from the nominees(s), shall be submitted to the Board not less than thirty (30) days prior to the annual election.
• Election and Installation of Officers:
• Election: The annual election shall be held at the regular April meeting and the installation of all officers shall be held at the next meeting. The Nominating Committee’s report shall be made known to the membership at the regular March meeting. b. Voting: Voting shall occur in the event of a contest for any or all ballots. If there is no contest, the President shall direct the Secretary to cast a unanimous ballot on behalf of the candidate(s) for the office(s) to which nominated. c. Tabulation: In all contested elections, tellers shall be appointed by the President at the time of the election. They shall tabulate the votes and report to the President immediately. In the event of a tie vote, there shall be a new vote taken immediately but after three consecutive tie votes, there shall be a new election for that particular office to be held at the next regular meeting or a special meeting called for that purpose.
• Vacancies: In the event any elective position shall become vacant, the Board of Directors shall appoint an active member in good standing to fill such office for the unexpired term. Should the office of President become vacant, however, the President-Elect shall immediately succeed to the office of President.

Section III. Duties of Officers

• President: The President shall preside at all meetings; shall serve as Chairman of the Board of Directors; shall, with the assistance of the WSDS Director to CDS, appoint all committees and chairmen of committees not otherwise provided for in these Bylaws subject to the approval of the Board; may sign or countersign checks for the disbursement of funds in the payment of WSDS expenses in accordance with procedures established by the Board; may issue calls for special meetings at his initiative and must do so when demanded in accordance with Article XX of the CDS Bylaws; shall have the power to fill vacancies on all committees not otherwise provided for in these Bylaws; and shall perform such other duties as usually pertain to the office of President. The President shall be an ex-officio member of all committees. B. President-elect: The President-elect shall assist the President as requested; shall succeed to the unexpired term of office of the President in case of vacancy for any cause and will also fill their own elected term as President after; shall appoint vice-chairmen of committees; shall oversee the annual WSDS Golf Outing.
• Vice President: The Vice President shall assist the President in performance of their duties and shall preside in the absence of the President; shall appoint secretaries of committees; shall be in charge of the annual Installation Dinner.
• Secretary: The Secretary shall conduct the business of WSDS which is not otherwise assigned shall (1) be responsible for adequate records (2) notify members of appointments for committees (3) take minutes at the Board meetings (4) receive all applications for membership (5) turn over to his successor all books, papers, records and other properties of the office at the termination of his tenure.
• Treasurer: The Treasurer shall be custodian of all funds and monies of WSDS shall (1) deposit with a bank selected by the Board all monies of WSDS (2) sign checks for the disbursement of funds in payment of WSDS expenses in accordance with procedures established by the Board (3) submit his books and accounts for audit if so requested (4) turn over his successor all bank books, papers, records and other properties of his office at the termination of his tenure.
• Librarian/Branch Correspondent: The Librarian shall (1) be responsible for the care and maintenance of the equipment belonging to WSDS and (2) shall act as the liaison between the Board and the printer chosen by WSDS, and to disseminate timely information to the membership through the CDS Review and other communication channels when needed.

Section IV: Committees

• Committees shall be appointed annually by the President, President-Elect and Vice-President, in cooperation with the WSDS Director to CDS, to confirm with the CDS Constitution and Bylaws.
• The following WSDS committee chairpeople shall be appointed annually with the approval of the Board of Directors.
• a. Program/Clinic Night
• b. Dinner
• c. Membership/New Dentist Coordinator
• d. Nominating
• Special committees may be appointed by the President with the approval of the Board of Directors and must be appointed at the direction of the Board or by majority vote of the membership.

Section V: Duties of Committees

• Program/Clinic Night: This committee shall arrange for and have charge of the program presented at the regular meetings. This committee shall also arrange for and have charge of the table of clinics presented at the annual Clinic Night.
• Dinner: This committee shall arrange for and have regular meetings. It shall oversee members and guests and shall pass upon the credentials of all persons seeking admission thereto.
• Membership/New Dentist Coordinator: This committee shall oversee attracting and introducing new members to WSDS on a regular basis. D. Nominating: refer to Section III-D

Section VI: Order of Business

The order of business of regular meetings of WSDS shall be determined by the Board of Directors. The order of business may be changed, however, by two-thirds affirmative vote of the members present at any meeting.

Section VII: Rules of Order

Roberts Rules of Order, Newly Revised, shall govern the deliberations of WSDS in all cases to which they are applicable and consistent with these Bylaws.

Section VIII: Review of Constitution and Bylaws

Each year a new Director is elected, the Constitution and Bylaws shall be reviewed by the Board of Directors and any need for amendment shall be initiated.