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RSDM Alumni Association By-Laws

CONSTITUTION & BY-LAWS OF THE ALUMNI ASSOCIATION

Of RUTGERS SCHOOL OF DENTAL MEDICINE
(formerly University of Medicine and Dentistry of New Jersey – New Jersey Dental School)

ARTICLE I

NAME

 The name of the association shall be “Dental Alumni Association of the Rutgers School of Dental Medicine.” The term “Rutgers School of Dental Medicine (RSDM)” shall be used to include all predecessor dental schools, including:

  1. Seton Hall College of Medicine and Dentistry
  2. The New Jersey College of Medicine and Dentistry
  3. The College of Medicine and Dentistry of New Jersey at Newark
  4. The College of Medicine and Dentistry of New Jersey
  5. University of Medicine and Dentistry of New Jersey

ARTICLE II

MISSION

 The Dental Alumni Association of RSDM (DAA-RSDM) serves and supports its members in the advancement of relationships between the association, the dental school, and the professional community at large. DAA-RSDM also fosters, enhances, and maintains the reputation of the Rutgers School of Dental Medicine, its graduates, and the profession of dentistry.

ARTICLE III

MEMBERSHIP

 Section 1 – Definition

The membership of DAA-RSDM shall be composed of all graduates of RSDM and predecessor dental schools along with student members.

  1. Student Members are students in good standing at RSDM. There shall be a student representative who is elected by the senior class and approved by the Executive Board, whose approval shall not unreasonably be denied.

Section 2 – Good Standing

Only members in good standing may be eligible to vote or be elected officer or delegate. In order to be in good standing, the member must abide by the Code of Ethics of the American Dental Association and not have any state board or legal actions that reflects unethical or illegal behavior.

 ARTICLE IV
EXECUTIVE BOARD

Section 1 – Officers

The Executive Board of the association shall consist of a President, a President-Elect, a Vice President, a Secretary/Treasurer, and Immediate Past President and none shall hold more than one office simultaneously except in the case of a vacancy in the office of the Vice President and/or Secretary/Treasurer. In this instance, one individual shall perform the duties of both officers until a new Secretary/Treasurer is elected at the next election of delegates.

Section 2   – Duties

The powers and duties of the Executive Board shall be:

  1. To conduct the general business and executive control of this association.
  2. To approve the student representative elected by the senior class as provided in Article III.

Section 3 –   Term

Each officer shall serve one full term of two years or until a successor has taken office.

Section 4 – President

The powers and duties of the President shall be:

  1. To act as chief administrative and legislative officer of the association.
  2. To preside as the chairperson at all meetings, except meetings of the Nominating Committee.
  3. To act as or appoint a designee as liaison with the appropriate individuals, divisions, or departments of RSDM, or other individuals, groups, or organizations.
  4. To cast a deciding vote in all cases of a tie.
  5. To sign all necessary documents and co-sign all checks.
  6. To appoint committee chairpersons and members to the standing and special committees of this association as provided in Article VIII.
  7. To call special meetings of the Executive Board and/or Board of Directors as provided in Article VI.
  8. To fill vacancies in the Board of Delegates as provided in Article V, Section 4.
  9. To fill vacancies of a committee chairperson as provided in Article VIII, Sections 2 and 3.
  10. To serve as an ex-officio member of all committees.
  11. To appoint a Nominating Committee, and serve as a voting member of that committee as provided in Article VII, Section 1.
  12. To perform other duties as they arise.

Section 5 – President-Elect

The powers and duties of the President-Elect shall be:

  1. To serve as President in the event the President is incapacitated, resigns, or is removed from office as provided in Section 9(a) of this article.
  2. To serve as President when the preceding President’s term of office expires.
  3. To be responsible for the interpretation of, adherence to, and changes to these by-laws.
  4. To serve as a voting member of the Nominating Committee as provided in Article VII, Section 1.

Section 6 – Vice President

The powers and duties of the Vice President shall be:

  1. To serve as President-Elect in the event the President-Elect is incapacitated, resigns, or is removed from office as provided in Article V, Section 3.
  2. To serve as President in the event the President and President-Elect are incapacitated or vacancies occur in those offices.
  3. To serve as President-Elect when the preceding President-Elect’s term of office expires.
  4. To serve as Parliamentarian of the Executive Board and Board of Directors.
  5. To serve as Chairperson of the bi-annual installation meeting.
  6. To co-chair the Budget and Finance Committee as provided in Article VIII, Section 1(d).
  7. To perform the duties of the Secretary/Treasurer in the event of a vacancy in that office until a new Secretary/Treasurer is elected at the next election of delegates.

 Section 7 – Secretary/Treasurer

The powers and duties of the Secretary/Treasurer shall be:

  1. To oversee and be responsible for the minutes of all meetings.
  2. To oversee and be responsible for the finances and financial reports of the association.
  3. To co-sign checks and other financial reports and documents of this association.
  4. To co-chair the Budget and Finance Committee as provided in Article VIII, Section 1(d).
  5. To serve as Vice President in the event the Vice President is incapacitated or a vacancy occurs in that office.
  6. To serve as Vice President when the preceding Vice President’s term of office expires.

Section 8 – Immediate Past President

The powers and duties of the Immediate Past President shall be:

  1. To serve as an ex-officio member of the Executive Board with voting privileges.
  2. To serve as Chairperson and voting member of the Nominating Committee as provided in Article VII, Section 1.

Section 9 – Vacancies and/or Removal from Office

  1. The President may be removed from office for cause, upon recommendation from the Vice President, Secretary/Treasurer, Immediate Past President, and the Board of Directors as provided in Article V, Section 3.
  2. In the event a member of the Executive Board is incapacitated, resigns, or is removed from office for cause by the Board of Directors, as provided in Article V, Section 3, the officer who is next in rank automatically moves up to fill the vacancy assuming all the powers, responsibilities, and privileges of that office.
  3. In the event of a vacancy in the office of Secretary/Treasurer, the vacancy is filled by the Vice- President until the next election cycle.
  4. In the event of a vacancy in the office of Immediate Past President, the preceding Immediate Past President will assume that office. 
ARTICLE V
BOARD OF DIRECTORS

Section 1 – Composition

The Board of Directors shall consist of the Executive Board, delegates, and alternate delegates one from each class including the graduate program, one Faculty Delegate and one Senior Student Representative.

A Delegate is a member of the alumni association who is in good standing, active in the association and intends to represent their graduating class. Interested alumni should contact the nominating committee. If more than one person per class declares their intention, an election should be held by the class.

Section 2 – Term

Each Delegate shall hold office for a term of two years. The Nominating committee will contact delegates every two years to determine their interest in continuing to serve as delegate. If interest is expressed by another candidate to assume the delegate position then a class election will be held.

Section 3 – Power and Duties

The power and duties of the Board of Directors shall be:

  1. To oversee the affairs of the association in accordance with the Certificate of Incorporation and by-laws of this association.
  2. To establish rules of conduct of its own meetings.
  3. To make available an annual report of the Board’s transactions upon request of members.
  4. To approve removal of the President as provided in Article IV, Section 9(a), by a two-thirds (2/3) vote of the members in good standing, present and voting. A motion for removal from office cannot be voted upon at the Board of Directors meeting at which the motion is made. The Board of Directors, by a two-thirds (2/3) vote of those members present and voting, may suspend the Officer/Delegate pending a final determination that cause exists for removal.
  5. To remove for cause any officer of the Executive Board or any Delegate of this Board by a two-thirds (2/3) vote of the fully privileged members in good standing, present and voting.
  6. To approve Presidential appointments of chairpersons to standing committees by a majority vote as provided in Article VIII, Section 2.

Section 4 – Vacancies

  1. If a delegate becomes incapacitated, resigns, or is removed from the Board of Directors, the vacancy shall be filled by a recommendation of the nominating committee and a majority vote of the Board of Directors.
  2. In the absence of a delegate, the alternate delegate, approved by a majority vote of the Board of Delegates, shall be in attendance with voting privileges.
ARTICLE VI
MEETINGS

Section 1

The Board of Directors shall have an annual meeting for the transaction of business of the association. The time and place of this meeting shall be determined by the Executive Board.

Section 2       

A special business meeting of the association may be convened by a majority vote of the Executive Board.

Section 3

Members shall be notified of a special meeting of the association at least fourteen days (14) in advance of such meeting.

Section 4

Roberts Rules of Parliamentary Order shall be parliamentary authority at all meetings. The Vice President, as stipulated in Article IV, Section 6, shall be the Parliamentarian.

(delete)

Section 5

The Board of Directors shall convene a minimum of two (2) times a year.

Section 6       

During the periods between meetings of the Board of Directors, the Executive Board shall conduct the management of affairs of this association.

Section 7

A minimum of 2/3 of the Executive Board shall constitute a quorum to conduct business at the Board of Directors meeting. The Executive Board can serve as a quorum if other members of the Board of Directors are not present.

ARTICLE VII            

NOMINATIONS AND ELECTIONS

Section 1

The President shall appoint a Nominating Committee, which shall consist of the Immediate Past President, who shall act as Chairperson, the President, the President-Elect, VP, and Secretary- Treasurer.

Section 2

The incumbent President-Elect, Vice President, and Secretary/Treasurer shall become President, President-Elect, and Vice President at the bi-annual meeting of the association and shall remain in that capacity until succeeded by incoming members to the Executive Board.

Section 3

 The Secretary/Treasurer and delegates shall be elected by secure electronic mechanisms by the members of this association and shall take office at the next business meeting of the Board of Directors following their election.

Section 4

At least 30 days before the annual meeting any member of the Board of Directors may furnish the Nominating Committee with a list of preferred nominees. Such recommendations, however, shall not be binding.

Section 5

The Nominating Committee will make nominations for Secretary/Treasurer and delegates. nominees must be members in good standing as defined earlier (Article iii Section ii).

Section 6

The Nominating Committee’s nominations shall be made available by the nominating committee to all members of the association, together with a notice that independent nominations may be made by e-mail, , and must be received by the nominating committee 30 (THIIRTY) days in advance of the election. These independent nominations, to be valid, must include the signatures of at least five (5) active alumni in good standing. Nominations for Secretary/Treasurer are held bi-annually

Section 7

The nominating committee shall present the final ballot, including write-in nominations, to the members electronically, 30 days before the election.

Section 8

A majority of votes shall elect the Secretary/Treasurer to that office and delegates to the Board of Directors.

Section 9

In the event there are no independent nominations for the Secretary/Treasurer’s office, the nominee selected by the Nominating Committee shall be declared elected, and Section 8 of this Article shall not be exercised.

ARTICLE VIII
COMMITTEES

Section 1

Standing committees of the association shall consist of:

  1. Scholarship and Awards Committee

This committee will be responsible for the selection of scholarship awardees, evaluation of new scholarships, and re-evaluation of current ones.

  1. Nominating Committee

Outlined in Article VII, Section 1

  1. Development Committee

This Committee will be responsible to oversee fundraising and follow up on the various endowments and major gifts. It shall coordinate major contributions, endowments, and scholarship accounts.

  1. Events Committee

This committee will be responsible for arranging alumni activities at major dental conventions and other functions as directed by the Board of Directors.

  1. Membership Committee

This committee will be responsible for maintaining a list of members with emails,  phone numbers, addresses and class information and all communication with our members as directed by the Board of Directors.   This list should be kept in a secure database and be constantly updated.

  1. Ad Hoc committees – Appointed at the discretion of the exec board

Section 2 – Chairpersons

Appointments of chairperson to standing committees shall be made by the President with the approval of a majority of the Board of Directors.

Section 3 – Special Committees

The President shall make appointments to special committees. A special committee shall not usurp the rights and functions of a standing committee.

ARTICLE IX   

 FINANCES

Section 1 – Fiscal Year

The fiscal year of the Association shall begin July 1st and end June 30th.

Section 2 – Checking Account

This association may maintain a checking account at a New Jersey bank to be chosen by the Executive Board. The account shall be used for normal business transactions of this association. Checks drawn over $10,000 shall require two signatures. The approved signatures of the account shall be the Secretary/Treasurer and any other Executive Board officer.

Section 3 – Saving and/or Investment Accounts

The association may maintain savings and/or investment accounts as approved by the Executive

Board. The Executive Board will also stipulate the rules governing the management of each

account.

Section 4 – Organization Financing

The Executive Board will also stipulate the rules governing the raising of money to fund all aspects of the Organization.  All fund raising and assessments of the membership will be the sole decision of the executive board. All forms of fund raising must be approved by the board and be beneficial specifically to the Rutgers SDM Alumni Association.

 

ARTICLE X              

AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

This constitution and by-laws may be amended by a two-thirds (2/3rds) affirmative vote of the fully privileged members in good standing attending the business meeting or special general membership meeting. The proposed amendment shall have been published and electronically distributed to the membership thirty (30) days prior to its being voted on.

ARTICLE XI              INDEMNIFICATION

The Association shall indemnify and hold harmless each director, each officer, and each member of a committee now and hereafter serving the association from and against any and all claims and liabilities to which he may be or may become subject to by reason of his now or hereafter being or having heretofore been a director, officer, and/or member of a committee of the association and/or by reason of his alleged acts or omissions as a director, officer, and/or member of a committee as aforesaid and shall reimburse each director, each officer, and each member of a committee of the association for all legal and other expenses reasonably incurred by him in connection with defending against such claims or liabilities provided, however, that no director, officer, or member of a committee shall be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of his own willful negligence or willful misconduct. The foregoing rights of directors, officers, and members of a committee shall not be exclusive of other rights to which they may be entitled by law.

ARTICLE XII DISSOLUTION

Upon dissolution of DAA-RSDM, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organization created for the benefit of the profession of dentistry, as selected by the Board of Directors. The association shall use its funds only to accomplish the objectives and purposes specified in these by-laws and no part of said funds shall be distributed to the members of the association.

 

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