Bylaws

Updated and approved April 10th 2015 by unanimous decision at the annual DLAT board meeting during the 2015 Spring Conference in Las Colinas, Texas

A downloadable copy of the Bylaws can be downloaded here: DLATApprovedBylawschanges2015

Note: by presenting the bylaws in webpage form, formatting changes may have occurred. Refer to the above downloadable copy for the official formatting of the bylaws.

If you would like to start a discussion regarding the Bylaws I have posted them by article in the DLAT forum

DENTAL LABORATORY ASSOCIATION OF TEXAS

ARTICLE I

NAME AND LOCATION

Section 1. The name of this organization shall be the Dental Laboratory Association of Texas, herein “DLAT” or “Association, a non-profit corporation incorporated in the State of Texas.

Section 2. The office of the Association shall be located in Austin, Texas and/or in such other localities as may be determined by the Board of Directors, herein “Board”.

ARTICLE II

PURPOSE

The purpose of this society shall be to effect mutual confidence and cordial relations among the members of the profession and members of this Association. It is proposed to accomplish this in various ways:

By education of the membership respecting the accomplishment of the dental profession and its responsibilities to the public.
By instilling in the membership an appreciation of the fact that they share a part of the responsibility to uphold the standards of dentistry and to safeguard the interests of the profession.
By studies which will give to the membership a better understanding of their relationship to the dental profession and the obligations and loyalties these relationships impose upon the professional dental laboratory.
To uphold and, whenever possible, to assist in the enforcement of the dental laws of the State of Texas as they apply to dental technicians or laboratories.
To support, whenever possible, the efforts of the dental profession and organized dentistry in any educational, political, or other movement intended to advance the cause of dentistry.
By clinics, papers and discussion to improve the standards of professional dental laboratory procedures and management.
To seek no privilege other than to serve the dental profession.
By education and example to instill in our employees and dental laboratory technicians and managers generally a respect and acceptance of these ideals.

ARTICLE III

MEMBERSHIP

Section 1. Regular Members

The membership committee shall accept the application for membership of any professional dental laboratory and shall then pass such application on to the Secretary-Treasurer and the President of the Association for approval. The applicant must be in compliance with all state laws.
For the purposes of this article, a “Professional Dental Laboratory” is defined as “a Dental Laboratory whose services are exclusively available to members of the dental profession duly licensed with a State Board of Dental Examiners.
In these bylaws the single word “Member” refers to a regular member of the, Association, i.e., a Member which is a professional dental laboratory.
A Member of the Association shall be required to pay dues as required by membership application.
Each Member shall be required to abide by the Health & Safety Code of the State of Texas and political subdivisions thereof.
Each Member shall name no more than two designated representatives to the Association. The designated representatives shall be owners or employees of the Member with authority to vote on all Association matters.

Section 2. Technician/Associate Members

A Technician Member is any Dental Technician who is not otherwise eligible to become a regular member of the Association, and who completes any required application and is accepted for membership.
An Associate Member shall include a dental laboratory supplier, a manufacturer representative, or dental laboratory technology instructor who does not qualify for Technician Membership.

Applications for Technician/Associate membership shall be submitted on such forms as may be provided by the Association and shall include a statement that the applicant will abide by the Bylaws of the Association and shall be accompanied by one year’s membership dues.
Technician/ Associate Members may serve on any committee, but shall not vote on any business matters except as a designated representative of a Member.
The Technician/Associate members shall elect two members to serve as directors on the Board of Directors of the Association.

Section 3. Affiliate Members

An Affiliate Member is any local or regional organization of dental laboratory owners and/or dental technicians which completes any required membership application and is accepted for membership and shall be accompanied by one year’s membership dues.

Each Affiliate Member shall annually designate a representative who may attend Board meetings and general business sessions of the Association.
Affiliate Member designated representatives may speak for the Affiliate Member and act as the liaison to the Association.
Affiliate Member designated representatives shall not hold office or vote on any business matters except as a designated representative member
Annually, four members of the Association Board of Directors shall be elected from the Affiliate Member organizations. Each Affiliate Member organization may nominate one designated representative for election to the Board. The four nominees receiving the highest number of votes shall be elected to the Board.

Section 4. Student Members

Full time students in schools of dental technology shall be entitled to be student members who shall apply for membership on such form as is provided by the Association.

Section 5. Charter Life Members

A charter member of the Association who has maintained current membership since its inception may be voted a Charter Life Member at any regular business meeting. A Charter Life Member shall pay no state dues for the laboratory except for the “per employee dues”, but shall have the same voting privileges as any Member in good standing.

Section 6. Honorary Members

Any person, who has made an outstanding contribution to the advancement of dentistry, or this Association, may be elected as an Honorary Member upon recommendation of the Board and a three-fourths affirmative vote of the members present at any regular meeting. No Honorary Member shall hold office, have the privilege of voting, or have the obligation of paying dues.

Section 7. Life Members

A retired designated representative of a Member in good standing for at least twenty (20) years may become a Life Member of the Association, upon a majority vote, at any regular business meeting. Life Members shall be entitled to all privileges of the Association, except the right to vote and hold office. Life Members shall be exempt from paying annual dues to the Association. All state or national Life Member nominations must be made to the Board of Directors.

ARTICLE IV

DUES

Section 1. Establishment of Dues

Dues and/or admission fees for all classes of membership shall be established by the Board and set out in the membership application.

Section 2. Delinquency and Cancellation

Any Member of the Association who shall be delinquent in dues for a period of thirty (30) days of the due date shall be expelled. Members expelled for non-payment of dues must make new application for membership in the regular manner to be reinstated.

Section 3. Refunds

No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE V

MEETINGS

Regular meetings of the general membership shall be held at least once a year. The Annual Meeting shall be held on a date set by the officers of the Association.
Special meetings of the general membership may be held at the call of the Board.
Robert’s Rules of Order Newly Revised shall govern the routine of business and all parliamentary questions and procedures not otherwise provide in the Bylaws.
The Secretary/Treasurer shall give not less than ten (10) or more than fifty (50) days written notice to each member entitled to vote at such meeting.

ARTICLE VI

VOTING

Each Member is entitled to one vote. The vote of each Member may be cast by the designated representative, or qualified proxy. Such proxy shall be in writing and verified by the person designated by the Board, who need not be a member of the Association, prior to any official business meeting.

The president of a member corporation shall designate a proxy who shall be a person active within the Member, present on a daily basis and on the payroll of the member corporation.
Proxy forms shall be mailed to voting members prior to each business meeting.
Each voting Member’s qualified voter shall be identified at each Association meeting by appropriate badge or ribbon.
Out of State Members may vote on all matters except Texas regulatory matters.

ARTICLE VII

BOARD OF DIRECTORS

Section 1. Authority and Responsibility

The governing body of this Association shall be the Board of Directors, herein “Board”. The Board shall have supervision, control and direction for the affairs of the Association, its committees and publications; shall determine its policies of changes therein; and shall actively promote its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Composition

The Board of Directors shall consist of: (1) the elective officers of the Association: (2) two members elected “at large” by the membership: (3) two members elected by the Technician/Associate membership: and (4) up to four members elected by the Affiliate membership.
The President shall serve as Chair of the Board.
No more than one designated representative of a Member may serve on the board at the same time.
The nominating Committee shall nominate at least one qualified designated representative of a Member for each of the two “at large” Board positions to serve a one year term under the same rules for officers described therein.
Technician/Associate and Affiliate Board members shall be elected to serve a one year term.

Section 3. Meetings of the Board

At least one meeting a year shall be held
All directors shall be notified a least ten (10) and not more than fifty (50) days in advance.
Special meetings may be called by the Chairman or by 25% of the Board.
A majority of the Board of Directors of the Association shall constitute a quorum.

ARTICLE VIII

OFFICERS

Section 1. Elected Officers

The elected officers of this Association shall be the President, Vice President, and Secretary/Treasurer.

Section 2. Qualifications for Office

Any designated representative of a Member in good standing shall be eligible for nomination and election to any elective office of this Association.

Section 3. Nomination and Election of Officers

Nominations: No later than January 1st of each year the Board shall appoint a Nominating Committee of three persons, not more than one of whom may also be a member of the Board, and shall designate one of those persons as chairperson of the committee. The Nominating Committee shall nominate at least one qualified member for each office and shall submit nominees’ names for the consideration of the membership at the Annual Meeting. The meeting shall be held no less than 90 days prior to the election. Nominations from the floor shall be in order at the Annual Meeting.
Election: Election of officers shall be held at a general business session, by mail, or any other means determined acceptable by the Board. This election, and installation of officers, must be concluded by the end of the fiscal year. The newly elected officers to assume their duties at the beginning of the fiscal year following their election. Each elected officer shall serve for a term of one year.

ARTICLE IX

DUTIES OF OFFICERS

Section 1. President

The President shall preside at all times at all meetings of the Association and perform such duties as usually pertain to the office. The president shall be a member, ex-officio, with the right to vote, of all committees. Vacancies in any elective office may be filled or appointments not otherwise provided for shall be made by the President. The President shall appoint all committee chairpersons not otherwise specified.

Section 2 Vice President

The Vice President shall assist the President in the performance of his duties and shall preside in the absence of the President. The Vice President shall also serve as liaison to the board for the Program Committee and the Publicity Committee., and the Membership Committee.

Section 3 Secretary-Treasurer

The Secretary-Treasurer shall be responsible for the keeping of the records of the Association and shall supervise the keeping of minutes, books, records and component information. The Secretary-Treasurer shall also serve as liaison to the Board for the Budget & Finance Committee and the Education & Scholarship Committee. The Secretary-Treasurer is responsible for keeping readily available, at all meetings, the past recorded minutes and the Bylaws in order to be able to determine if motions made or questions asked have been voted on in the past, or are already part of the Bylaws or Standing Rules.

ARTICLE X

COMMITTEES

Section 1. Appointments, Vacancies, Lists, and Quorum

The President shall appoint all committee chairs, except those chaired by officers as outlined further in this Article.
Appointed chairs shall select their additional committee members to serve a three-year term subject to approval of the President.
Any member of a committee may be removed therefrom for cause by the President with the consent of the majority of the board.
All vacancies on committees shall be filled by appointment by the President and such appointments shall be for the unexpired term of the member who is being replaced.
The President shall appoint such other committees as he may deem advisable to assist him during his term of office.
A list of committee members shall be on file at the Association office before a committee may meet or function.
A majority of the members of any committee constitutes a quorum for the transaction of business.

Section 2. Standing Committees

The Conferences Committee shall consist of the members of the Program Committee, Membership Committee, and the Publicity Committee. The Vice President shall chair the Committee. The Conferences Committee shall develop, produce, and promote all conferences for the Association.
The Program Committee shall consist of not less than three members. The President shall appoint the members to serve three-year staggered terms. The Program Committee shall develop and produce the clinical presentations and the trade show segments of the Association conferences.
The Membership Committee shall consist of not less than three members. The President shall appoint a chairperson and the other members of the committee. The Membership Committee shall secure new members and act upon all applications for membership. The Membership Committee shall develop and produce the social functions and activities of the Association conferences.
The Budget and Finance Committee shall consist of not less than three members, who shall serve three-year staggered terms to insure the Committee’s continuity. The Secretary-Treasurer shall serve as chairperson, and, with the approval of the President, shall appoint the other members of the Committee. The Budget & Finance Committee shall prepare and submit a proposed budget to the membership of the Association at its Fall Meeting. Any unbudgeted expenses shall require the prior approval of the chair of the Budget & Finance Committee.
The Legal and Governmental Affairs Committee shall study and make recommendations relating to the Bylaws of the Association. The Committee shall serve as the liaison with the Legislature, the Texas State Board of Dental Examiners, the Dental Laboratory Certification Council, and all regulatory governmental agencies, and make recommendations to the Board of Directors related to laws, rules, and other legal issues.
The Education & Scholarship Committee shall study and discuss issues related to programs of dental and dental laboratory education and make recommendations to the Board of Directors. The Committee shall make recommendations for distributions from the scholarship fund.
The Nominating Committee shall nominate candidates for the offices as provided in these Bylaws.
The Professional Relations Committee shall serve as a liaison between the Association and other related groups, and shall study and make recommendations, to the Board of Directors, on relevant issues.
The Publicity Committee shall develop and produce Association publications and website. The Committee shall develop and distribute, for print and electronic media, advertising and promotional materials for all Association conferences.

ARTICLE XI

EXECUTIVE DIRECTOR

Section 1. Appointment

The Board may employ a salaried staff person who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.

Section 2. General Duties

The Executive Director shall keep accurate records of the proceedings of the Association and of the Board and shall notify all members of the regular meeting dates, shall be responsible for the information, content, advertising, and publishing of the quarterly newsletters; shall submit information to the Secretary-Treasurer on any financial matters; and shall assist and perform any other duties as directed by the members of the Board , and, at times, chairpersons of committees, under the direct supervision of the President.

ARTICLE XII

FINANCE

Section 1. Fiscal Period

The fiscal period of the Association shall be prescribed by the Budget and Finance Committee with the approval of the Board.

Section 2. Bonding

Trust or surety bonds shall be furnished by the President, Secretary-Treasurer and such other officers or employees of the Association as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by the Association.

Section 3. Budget

With recommendations of the Budget and Finance Committee, the Board shall adopt in advance of the next fiscal period an annual operating budget covering all activities of the Association. The budget shall be approved at the Fall Meeting by the general membership.

The Secretary-Treasurer shall furnish the membership within sixty (60) days following the end of each fiscal period a financial report for the year just completed.

ARTICLE XIII

INDEMNIFICATION

The Association shall indemnify and may reimburse or advance expenses and/or purchase and maintain insurance or any other arrangement on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another association, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, to the maximum extent allowable by law. The provision of this article shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw agreement, insurance policy, and vote of members or otherwise.

ARTICLE XIV

EXPULSION OF MEMBERS

Section 1. Procedures and Definitions

Charges which carry a penalty for expulsion must be filed with the Secretary-Treasurer by a Member in good standing. Within ten days after receipt of charges so filed, the Secretary-Treasurer shall furnish copies of the same to each member of the board. Such charges, once filed, cannot be withdrawn.
The Board shall determine of the charges warrant trial. If the decision is negative, the Board shall notify all parties concerned regarding its action. When the board orders a Member to stand trial it shall furnish the Member with a complete copy of the charges at least thirty days before date of trial. It shall also notify the defendant of the date, hour and place of trial at least fifteen days before trial.
The defendant shall be permitted to be represented by counsel of his choosing. No trial shall proceed until the stipulations of Section 2 of this Article shall have been fulfilled.
A majority vote of the Board shall be required for expulsion.
The decisions of the board may be appealed directly to the membership at the next regular meeting. The Secretary – Treasurer shall state the reason for the decision.
Sales or promotion methods deemed to be dishonest, deceptive or unethical, or libel or slander intended to injure a Member of the Association, shall be cause for expulsion at the discretion of the Board.
Substitutions of materials with the intent to defraud shall be cause for expulsion from the Association.
Any Member who knowingly constructs a dental appliance for any unlicensed person or unlicensed dentist shall be subject to expulsion. (This section does not prejudice the right of members to construct specimen or other appliances for dental dealers or manufacturers when the same are to be used solely for technical or display purposes; neither does it prejudice the right of members to construct appliances for another professional laboratory .)
An expelled Member may renew the membership in the regular manner and upon selection to membership in the regular manner.

Section 2. Mandatory Expulsion

Any Member found guilty of violating the dental laws of the State of Texas, in any court of the State of Texas, or which has its registration revoked or non-renewed by the Texas State Board of Dental Examiners, shall be expelled forthwith. Immediately upon receipt of factual evidence of such action, the President shall instruct the Secretary Treasurer to notify the convicted Member of the expulsion without delay.
A Member shall discharge any employee who has been found guilty in any court of the State of Texas of a violation of the State Dental Laws. Failure to discharge such an employee within ten days after notice of such conviction has been given to the Member shall require immediate expulsion. The President shall instruct the Secretary-Treasurer to notify the members of such expulsion without delay.
Failure to pay dues within thirty (30) days of the due date shall result in mandatory expulsion unless prior arrangements have been made with the Secretary-Treasurer . Members expelled for non-payment of dues must make new application for membership in the regular manner.

Section 3. Appeal of Expulsion

There shall be no appeal from the decisions of the Board when the same are mandatory according to the provisions of this Article.

ARTICLE XV

DISSOLUTION

The Association shall use its funds only to accomplish the objectives specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Association. Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board.

ARTICLE XVI

AMENDMENTS

Proposals for amendments to the Bylaws may be made at any regular board meeting or general business meeting, to be passed upon at the next following general business meeting. A majority vote of the members voting shall be required for adoption of an amendment.

As amended through April, 2015