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MDLA Bylaws



ARTICLE I. MEETINGS

Section 1. The annual meeting of the Corporation shall be held at such time and place as the Board of Directors may decide, notice of which shall have been given by the Executive Director to all members as provided in the Certificate of Incorporation.

Section 2. General membership or special meetings of the membership may be held at such time and place as the Board of Directors may decide, or in the case of a special meeting, by written petition signed by twenty-five percent (25%) of active members. In both cases ten percent (10%) of all active members in good standing shall constitute a quorum.

Section 3. The Executive Director shall give ten (10) days written notice by mail of all annual, general membership and special meetings.

Section 4. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting by either written and/or electronic means, by the assent of the number of Directors that would be required to take action at a meeting of the Board at which all Directors were present.

Section 5. A Director may participate in a Board meeting by means of remote communication. Remote communication means communication via electronic communication, telephone or video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in that meeting by that means constitutes presence at the meeting.

Section 6. The Board of Directors shall meet at the call of the President, or a majority of the Board of Directors, and shall act upon all business of the Corporation, excepting the election of members of the Board of Directors. The Board of Directors shall upon demand (by petition) of twenty-five percent (25%) of the membership in good standing at any general membership meeting surrender its power to act or make decisions as defined herein, and shall upon such demand submit such matter or matters in question to the membership for decision by secret ballot, if requested. The Board of Directors shall report its proceedings to the Corporation at each general membership meeting.

Section 7. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting unless otherwise required by the Articles of Incorporation, By-Laws or Statutes of the State of Minnesota, the act of the majority of the Directors present at a duly convened meeting at which there is a quorum present shall be deemed the act of the of the Board of Directors.

Section 8. When the meeting is by mail vote, the number of votes required for the transaction of any business shall be 20% of all active members of the Association.
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ARTICLE II. TERM AND NUMBER OF DIRECTORS

Section 1. The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. The Board of Directors shall consist of the Immediate Past President, President, Vice-President, Secretary, Treasurer, and at least six other members elected by the Association, two of which may be Affiliate members in good standing. Officers shall serve no more than two consecutive one-year terms in each office. Directors shall serve staggered terms of two years beginning January 1 of the year elected, and shall serve no more than two consecutive two-year terms. Any active member in good standing shall be eligible for election to the Board of Directors. Such election may be conducted in such manner as the Board of Directors shall determine by resolution and in accordance with law.
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ARTICLE III. DUTIES OF OFFICERS AND COMMITTEES

Section 1. The President shall preside at all meetings of the Corporation. The President shall call all special meetings, appoint all committee chairs and establish committees not provided in the By-Laws. The President shall perform all other duties of the office as are defined by the laws of the Corporation and the job description of the office as approved by the Board of Directors. The President shall be a delegate to meetings on a National level unless an alternate is appointed by the Board of Directors.

Section 2. The Vice President shall assume with full power the duties of the President in the absence of the President. The Vice President shall attend as a delegate, if the President is unavailable, meetings on a National level unless an alternate is appointed by the Board of Directors. The Vice President shall perform all other duties of the office as defined by the laws of the Corporation and the job description of the office as approved by the Board of Directors.

Section 3. In the absence of the Executive Director, the Secretary shall keep a record of the proceedings of all meetings and sessions of the Corporation and Board of Directors. It shall be the duty of the Secretary to oversee management of all correspondence and membership rosters with addresses. It shall be the duty of this office to oversee preparation of the official ballots for election, and sign checks when necessary. The Secretary shall perform all other duties of the office as defined by the laws of the Corporation and the job description of the office as approved by the Board of Directors.

Section 4. The Treasurer shall have charge of all money and pay out only by order and as authorized by the By-Laws of the Corporation. The Treasurer shall sign checks when necessary, keep a record of all money received and expended, and shall make a report of the financial standing at each regularly scheduled meeting of the Corporation, and shall, at the expiration of office, prepare a financial report in writing for Board approval. All bills payable that are not included in the budget, are to be approved by the Board of Directors before being paid by the Treasurer. All checks on the Corporation’s bank account shall be signed by one officer. The Treasurer shall perform all other duties of the office as defined by the laws of the Corporation and the job description of the office as approved by the Board of Directors.

Section 5. The Program Committee shall be responsible for arrangements of meetings and functions of the Association. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation and the job description as approved by the Board of Directors.

Section 6. The Membership Committee shall be responsible for the recruitment and enlistment of new members into the Association. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation and the job description as approved by the Board of Directors.

Section 7. The Communications Committee shall be responsible for overseeing creation and preparation of all paper and electronic communications to the membershipsuch as the newsletter, website, directory ,and social media outlets. This Committee shall also oversee advertising in such publications. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation and the job description as approved by the Board of Directors.

Section 8. The Legal & Legislative Committee shall be responsible for initiating, monitoring and reviewing legislation affecting the Association and its membership and for providing appropriate legal assistance to the Association and its member labs. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation and the job description as approved by the Board of Directors.

Section 9. The Education Committee shall be responsible for providing educational opportunities to the Association membership. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation and the job as approved by the Board of Directors.

Section 10. The Professional and Trade Relations Committee shall be responsible for keeping the Association in a professional relationship with others in the dental profession. The chair of the committee shall be a Past President of the Association, and the other members of the committee shall be the President and Vice President of the Association. Upon their election, the Executive Director shall forward their names to the Minnesota Dental Association for the information of their Trade Relations Committee. The chair shall also attempt to coordinate an annual meeting between the MDLA and the MDA. The Past President will act as the liaison between this committee and the Board.

Section 11. The Ethics Committee shall meet at the request of the Board of Directors to provide membership with a forum to present grievances in an orderly and fair manner. The Ethics Committee shall provide arbitration of internal grievances between members by gathering all pertinent facts relating to the grievance and by providing parties involved in the dispute with a written recommendation to resolve the grievance. The President shall appoint a member as chair who will appoint committee members and perform all other duties of the position as defined by the laws of the Corporation

Section 12. The Vo-Tech Advisory Board shall be responsible for sitting on the Advisory Board for any and all Vo-Tech Dental Technician programs which the Board of Directors of the Association decide to support. The chair of the Advisory Board shall be the President of the Association. The vice chair shall be the Vice President, and other members shall be the Immediate Past President, the chair of the Education Committee, and two other members of the Association appointed by the Board of Directors.

Section 13. It shall be the duty of the MDLA/MDA Mediation Panel to review and attempt to resolve through mediation, disputes which may arise between dentists and dental laboratories that are members of the MDA and the MDLA. The panel shall consist of four (4) members: two (2) MDA member dentists, and two (2) MDLA member laboratory owners.

Section 14. An Executive Director may be appointed by the Board of Directors to manage and direct the Association as Chief Administrator. The Executive Director shall perform all duties of the position as are defined by the laws of the Corporation and by the job description as approved by the Board of Directors. In consideration of mutual benefits between the Association and the Executive Director, the Board of Directors shall offer a written contract to the Executive Director.

Section 15. The MDLA Past Presidents Advisory Committee (PPAC) shall exist as a resource for the Officers and Board of Directors. The committee shall be willing to consider special projects which would include, but not be limited to the following: as a historical reference, for organizational assistance, programming, meeting sites, as a sounding board, communication with the Professional and Trade Relations Committee, Executive Director position, etc. The committee shall consist of the MDLA President plus the six Immediate Past Presidents and any other Past President who may be selected at the discretion of the committee. The MDLA President may sit in on all PPAC meetings representing the MDLA Board of Directors, and the chair of the PPAC may sit in on all MDLA Board of Directors meetings representing the PPAC. The committee shall meet at least annually during the Spring meeting and at any other time deemed appropriate by the chair. The Chair of the PPAC shall be elected by the members of the committee.
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ARTICLE IV. ELECTIONS AND VACANCIES

Section 1. Election of the Officers and Board of Directors shall take place mid-year, with the term of office to begin January 1 and end on December 30. The dates of election and installation will be established by the Board of Directors. Notice and nomination forms shall be given to qualified voting members at least two months before and ballots distributed at least one month before the date of the election deadline. All ballots must be kept in confidence and on file with the Executive Director for a minimum of two years after which they are to be destroyed in confidence.

Section 2. A vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.
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ARTICLE V. MEMBERSHIP FEES AND DUES

Section 1. Each active, affiliate, and Individual member shall be required to contribute annual dues as established by the Board of Directors.

Section 2. If new membership commences after January 1 it shall be prorated for the remainder of the first membership year.

Section 3. When dues have been paid for a calendar year, each member may be issued a certificate of membership and membership card which will certify that such member is a member in good standing, and shall contain such other wording as the Board of Directors may determine, and shall be signed by the President of the Corporation.
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ARTICLE VI. MEMBERSHIP PROCEDURE AND SUSPENSIONS

Section 1. New members shall be received into membership by the following recommended procedure or by such other method as the MDLA Board deems appropriate:
(a) Application shall be made in writing on a form prescribed by the Association, accompanied by a non-refundable registration fee as determined by the Board of Directors. When accepted as a member this fee becomes a part of the first year dues.
(b) Such application shall be presented to the Board of Directors for approval.
(c) After approval, a letter will be sent to applicant notifying them of their acceptance, as well as the amount of their dues, which need to be paid to complete requirements to be received into membership.
(d) The applicant’s membership begins upon receipt of full payment of their first year membership dues.

Section 2. Any member laboratory or any class of member may be suspended or expelled for violation of the Purposes, Code of Ethics, or By-Laws of the Association, or for failure to meet its financial obligations to the Association as they become due, upon a two-thirds vote of the members of the Board of Directors, provided at least thirty (30) days prior written notice of such suspension or expulsion is given to the parties involved. Any member in any class shall be automatically suspended if such member shall fall in arrears in payment of its dues by more than ninety (90) days.

Section 3. A suspended or former member who was found to have violated the Purposes, Code of Ethics, or By-Laws of the Association may be reinstated by a two-thirds vote of the Board of Directors upon showing proof that said member is no longer in violation of such documents and on payment of all dues in arrears. A member who has been suspended for failure to meet financial obligations shall automatically be reinstated on payment of those dues in arrears which caused the suspension. Such payments for dues in arrears shall be determined at the discretion of the Board of Directors.
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ARTICLE VII. ORDER OF BUSINESS

1. Meeting called to order and roll call
2. Approval of Agenda
3. Approval of Minutes of the previous meeting
4. Treasurer’s report
5. Announcements
6. Reports of committees
7. Unfinished business
8 New business
9. Adjournment
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ARTICLE VIII. SEAL

The Board of Directors shall provide a suitable seal containing the name “Minnesota Dental Laboratory Association, Inc.” the year of incorporation, and other appropriate words. The seal shall be kept in charge of the Executive Director.
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ARTICLE IX. AMENDMENTS

These By-Laws may be amended by the affirmative vote of two-thirds of the membership present at the general membership meeting provided that notice shall have been given in writing to each member thirty (30) days prior to a vote thereon. Proposals to amend these By-Laws may be recommended only by the officers or twenty-five percent (25%) of the membership.
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CERTIFICATE

We, the undersigned Directors and Incorporators of MINNESOTA DENTAL LABORATORY ASSOCIATION, INC., do hereby certify that the foregoing By-Laws were duly adopted and declared to be the By-Laws governing the business and affairs of such Corporation, so adopted at a meeting of the Board of Directors held on the 12th day of December, 1950.
Harold Hegberg, C.D.T.
Roy Benz, C.D.T.
Harry C. Hagman, C.D.T.

Revised 3/19/99; Revised 10/19/99; Revised 5/28/05; Revised 5/22/06; Revised 03/15/13
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