Bylaws

ARTICLE I
NAME

This organization shall be called THE ILLINOIS DENTAL LABORATORY ASSOCIATION, an association of dental laboratories, as specified in the Articles of Incorporation, not for pecuniary profit, under the laws of the State of Illinois.

ARTICLE II
PURPOSE

The Illinois Dental Laboratory Association is the representative voice of the dental technology industry in Illinois. We are dedicated to promoting and advancing the high standards and ethics of our profession by providing our members with advocacy, professional & technical education and opportunities to network with all colleagues in the dental community. It is proposed to accomplish this in various ways:

By instilling in the membership an appreciation of the fact that they share a part of the responsibility to uphold the standards of dental technology and dentistry.

By establishing and promoting uniformity and equity of customs in commercial usage's of the dental laboratory craft.

By continuing education, business management seminars, programs, lectures, etc., to improve the standards of ethical dental laboratory procedures and management.

To uphold, and whenever possible, to assist in the enforcement of the dental laws of the State of Illinois.

By studies which will give to the membership a better understanding of their relations to the dental profession, and the obligations and loyalties these relations impose upon the dental laboratory craft.

ARTICLE III
MEMBERSHIP

The laws governing the five (5) classes of membership: Active, Incapacitated, Retired, Associate, and Honorary shall be as follows:

Section 1. Active Membership

All active memberships shall be in the name of the laboratory.

Each member shall be accorded the privilege of voting, holding office in the Association by the nomination and election of their representative to such office, having a voice in the affairs of this Association, participating in all activities of the Association and having all the rights and privileges that pertain to this classification of membership.

All active members shall be issued a Membership Plaque and/or other insignia. The Plaque and/or other insignia shall remain the property of this Association and upon cessation of membership for any reason whatsoever, shall be returned to IDLA Association Headquarters.

Active membership shall be applied for on a formal application blank furnished by the Association. The application shall be submitted by the owner of the controlling interest of the applicant. The application shall be examined and investigated by the Board of Directors, and if affirmed by a majority vote of the Board of Directors, such applicant shall be deemed an active member with all the privileges pertaining thereto.

At the time of application for membership, the member applicant must submit with the application one-quarter's dues. This requirement shall be printed on the membership application. An applicant's business location must abide by the zoning laws of his local governing body prior to being accepted into the Association.

If the controlling interest of a member laboratory changes, the new owners of the controlling interest of such laboratory member must immediately reapply for membership in order to continue as an active member.

Section 2. Incapacitated Membership

A member controlled by a person who is incapacitated may be a member in good standing for a period of five consecutive years immediately prior to the request to the Board of Directors for dispensation of dues. Incapacitated membership status will be granted only in extreme hardship cases.

Section 3. Associate Membership

Associate members shall enjoy all privileges of active membership except that neither they nor their representatives shall be eligible to hold office. However, associate members or their representatives may serve on committees at the discretion of the Board of Directors.

Associate members shall enjoy all privileges of active membership except that neither they nor their representatives shall be eligible to hold office. However, associate members or their representatives may serve on committees at the discretion of the Board of Directors.

Associate Manufacturers shall be manufacturers or their representative of good repute associated with the dental industry.

Associate Dealers shall be dealers or their representatives of good repute associated with the dental industry.

Associate Dental Laboratories shall be out of state dental laboratories of good repute

Associate members of any classification shall be those parties chosen by the Board of Directors and shall be of good repute, ethical and of credit to the laboratory industry.

Section 4. Honorary Membership

Honorary members shall be those special individuals elected to honorary status upon recommendation of the Board of Directors and voted into such status by a three-quarters (3/4) vote of the members present at any meeting. Honorary members shall not hold office, shall not pay dues nor vote but can serve on committees at the discretion of the Board of Directors.

Section 5. Retired Membership

Retired membership shall be granted to a member who has been in good standing for a period often consecutive years immediately prior to the member's request to the Board of Directors for retired membership. The retired member's age must be between 55 and 65, inclusive. Board of Directors retired members shall enjoy all privileges of Active Membership except that the owner shall not be eligible to hold office or vote, but may serve on committees at the discretion of the Board of Directors.

Dues of retired members shall be set at 12.5% (rounded to the nearest $5) of the IDLA one-man laboratory dues.

Section 6.

Classification of the various types of membership shall always be subject to final determination of the Board of Directors.

ARTICLE IV
EXECUTIVE OFFICERS AND THEIR DUTIES

Elective officers shall consist of President, Vice-President, and Secretary. The Treasurer shall be appointed from the Board of Directors, with the approval of the Board of Directors. Non-elective officers may be such officers, including an Executive Director, as selected by the members of the Board of Directors.

Section l. President

The President shall preside at all meetings of the Association and the Board of Directors, and shall perform duties that usually pertain to this office. The President is a member ex- official, entitled to vote, of all committees, and the President's vote shall be the deciding vote in case of a tie vote. The President shall serve for a term of one (1) year, or until a successor is qualified.

The President shall appoint all the chairmen of all committees not otherwise provided forin these By-laws except the nominating committees.

Appointments, including vacancies, not otherwise provided for shall be made by the President.

Section 2. Vice President

The Vice President shall be responsible for the external affairs committees of the Association.

The Vice President shall assist the President in the performance of his duties, and shall preside in his absence or at his request.

The Vice President shall succeed to the office of President in case of vacancy and fill the unexpired term of the President.

The Vice President shall serve for a term of one year, or until a successor is qualified.

Section 3. Secretary

The Secretary shall keep a record of minutes of all meetings of the Board of Directors.

The Secretary shall keep a record of the membership and notify them regarding meetings, and in general shall carry out the duties which appertain to this office by custom.

The Secretary shall be the keeper of the Seal of the Association.

Section 4. Treasurer

The Treasurer shall collect all money due the Association and keep an accurate record of the collections.

The Treasurer shall send membership cards to members as dues are received.

The Treasurer shall serve for a term of one year, or until a successor is qualified.

Section 5. Executive Officer

The Board of Directors may employ an Executive Director who shall be an appointed officer without a vote, and shall perform the Association's administrative duties, serve as custodian of the records and files of the Association, and perform such other duties as the Board of Directors may determine from time to time. The Secretary and Treasurer may delegate administrative duties to the Executive Director. The Board of Directors may direct that the Executive Director provide, at the expense of the Association, a good and sufficient bond of a surety company approved by the Board of Directors to ensure the faithful performance of the Executive Directors duties. The Executive shall be compensated for performances of services.

Section 6. Use of Officers' Titles

None of the officers of the Association shall use their respective titles as such officers for endorsements or when voluntarily testifying in cases relating to the dental industry without prior written approval of the Board of Directors.

ARTICLE V
BOARD OF DIRECTORS

The management of this Association shall be vested in the Board of Directors, hereafter referred to as the Board, which shall be no more than fourteen (14) in number and shall consist of the three (3) elective officers, plus the treasurer and one immediate Past President, and nine (9) elected Directors.

There shall be a minimum of three (3) meetings, duly called, held by the Board each year to insure that the business of the Association is attended to and the best interests of its members protected.

The Board shall have control of the business of the Association and shall have the power to devise and carry into execution such measures as it may deem proper and expedient to promote the objects of this Association, and to protect the interest of its members.

Officers' terms, salaries, if any, duties and conditions of employment shall be fixed by the Board.

Three (3) members shall be elected as Directors each year, and the Directors so elected shall serve on the Board for a period of three (3) years.

The Board shall approve all committees appointed by the President, including the standing committees of the Association

A majority of the Board members shall be required to constitute a quorum for the transaction of business at all meetings.

Special meetings of the Board may be called upon order of the President. Notice shall be sent to all Board members at least fifteen (15) days prior to such meetings, stating the business to be transacted.

Special meetings of the Board may be called upon written request of a majority of its members to the secretary who shall send a notice, by registered mail, to all Boardmembers, at least fifteen (15) days prior to such meetings, stating the business to be transacted.

Any Officer or Director who is absent-from two consecutive meetings of the Board, without permission from the President, shall be considered to have thereby resigned from his office. The President shall therefore proceed to fill the vacancy in the manner prescribed in the Rules and By-Laws. This shall also apply to all committee appointees upon recommendation of the Committee Chairman to the President.

Any Officer or Director may be removed from office for misconduct, neglect, or refusal to perform his duties by a two-thirds (2/3) vote of the Board members at an Board meeting called for such a purpose. Due notice of intent to remove shall be given to such officer or director in writing 15 days prior to the meeting.

The Board shall interpret the provisions of these By-Laws.

Within the Board there shall exist Executive Officers composed of the four (4) officers of the Board plus the immediate Past-President. Their duties will be to handle any unusual items which occur between regularly scheduled Board meetings.

Officers and Directors must be actively employed officers, full-time employed active partners or executive officers of a member laboratory/corporation.

An owner of a member who is an Officer or Director of the Association who sells his laboratory must go to work within 90 days for another dental laboratory if he or she wishes to maintain his or her position with this Association. If the laboratory such Officer or Director joins is not a member, it must promptly apply for membership. In any circumstance, the position of such Officer or Director must be re-affirmed by the Board.

There may be only one (1) member per laboratory on the Board so that no laboratory has more than one (1) representative on the Board.

In accordance with Robert's Rules of Order, a paper ballot is required for vote by Board members in matters of management of the Association.

In order to preserve continuity of information and implementation of decisions made at prior Board meetings, minutes of the previous meeting shall be read at each successive Board meeting to recall important information about issues discussed and decided at the current Board meeting.

ARTICLE VI
OFFICERS AND BOARD INDEMNIFICATION

The Association shall indemnify, defend, and save harmless all Officers, Directors and/or Board members, who now or hereafter serve the Association from and against all claims and liabilities to which they may be at any time subject by reason of their alleged acts or omissions as an Officer or Director of the Association, past, present or future. The Association shall reimburse Officers and/or Directors for all legal and other expense reasonably incurred by them in connection with defending against any such claims or liabilities, provided; however, that Officers or Directors shall not be indemnified against any claim of liability or expenses proven to have arisen out of their own gross negligence, recklessness or willful misconduct.

ARTICLE VII
MEETINGS

Section 1. There shall be two or more (2) regular meetings of the members of the Association each year, and these meetings shall be held in the Spring and Fall. The Fall meeting shall be the Annual Meeting and shall include the election of Officers and Directors for the ensuing twelve months.

Section 2. Special meetings of the members of the Association may be held at the call of the Board with not less than fifteen (15) days prior written notice required to all members prior to any such meeting.

Section 3. Ten per cent (10%) of the member laboratories in good standing shall constitute a quorum at any regular or special meeting.

Section 4. Robert's Rules of Order, Revised, shall govern the conduct of routine ef business not otherwise specifically provided for in these By-Laws.

ARTICLE VII
DUES AND ASSESSMENTS

Section 1.

Annual dues shall be paid by each member of the Association as determined by the membership in accordance with the procedures contained herein.

A new member's dues shall begin to accrue on the first (1st) day of the month in which the new member is accepted by the Association, dues shall also be paid on a timely basis by such new member as a part of the dues to this Association. One quarter of the Association's Annual dues shall be required to be submitted to the Association with each application for membership.

The amount and timing for the payment of the annual dues for Associate Memberships shall be determined by the Board.

A member shall be liable for only a pro-rata share of the annual dues if the member dissolves or sells the laboratory and/or the name under which the member has been paying is either sold or taken out of use (but not changed to another one under the same ownership to escape dues and/or other liabilities to the Association.)

Section 2.

All members, on the first day of October of each calendar year, shall be liable for one (1) full year's dues and assessments to the Association. The manner in which dues shall be premitted shall be determined by the Board.

Membership cards shall be sent as dues are received.

Section 3. The amount of annual dues may be changed upon the recommendation of the Board, providing written notice of such change is submitted in advance to the membership and approved by an affirmative vote of a majority of those present or represented by proxy at the meeting.

Section 4. Special assessments not to exceed fifty percent (50%) of the annual dues may be levied on the membership upon recommendation of the Board, providing notice of such assessment is submitted in advance to the membership and approved by an affirmative vote of a majority of those present or represented by proxy at the meeting.

Section 5. Any member whose dues are ninety (90) days or more past due based on the method of payment he selected, shall be considered delinquent and shall be so notified by the Treasurer. If such dues are one-hundred-twenty (120) or more days past due, the member may be suspended at the discretion of the Board. Members suspended for non-payment of dues or assessments must submit a new application for membership. Upon reinstatement, any member dropped within the last four quarters must pay dues as of the date their membership was previously terminated.

ARTICLE IX
EXPULSION OF MEMBERS

Section 1. Any member found guilty of violating the dental laws of the State of Illinois or any other State and/or being enjoined from the practice under the State Dental Practice Act shall be expelled forthwith..

Section 2. Non-payment of dues or assessments, after due notice from the Secretary, shall be cause for expulsion at the discretion of the Board.

Section 3. Any member of this Association may be expelled for violation of the Code of Ethics, and other misconduct by a vote of two-thirds (2/3) of the Board present at any regular Executive Board meeting or at a meeting called for such purpose. Due notice of intent to remove shall be given to such member in writing at least thirty (30) days prior to said meeting and such member shall be accorded the privilege of appearing in person before the Board and with representation of his own choosing to presents a defense.

ARTICLE X
ELECTION OF OFFICERS AND DIRECTORS

Section 1.The Nominating Committee should be appointed at the first Board Meeting of the year. The Nominating Committee should consist of six (6) members, not more than three (3) of whom may be a member of the Board. Three (3) members of the Nominating Committee shall be appointed from the area comprising of Cook, Lake and DuPage Counties and three (3) members shall be appointed from the area comprising all counties of the State of Illinois except Cook, Lake and DuPage Counties. The six (6) members of the Nominating Committee shall select and place into nomination the Officers and Directors of the Association.

Section 2.

No members of the Nominating Committee shall serve two (2) successive years.

The Nominating Committee shall nominate one (1) or more members for each office. A letter shall be sent by the Secretary within thirty (30) days of the Nominating Committee decision to all IDLA members requesting that they nominate members to fill positions of Officers and Directors. The Board will then prepare ballots listing all candidates nominated for available Officer and Director positions. A sample ballot will be sent to all eligible voting members.

The Chair shall ask for and recognize additional nominations from the floor, and the membership shall have the privilege of voting on such nominations.

Where more than one (1) nomination is made for any office, voting shall be by ballot. A plurality of the votes cast, rather than a majority, shall be sufficient to elect any Officers and Directors. In case of a tie, the decision shall be by lot.

Officers shall be elected for a term of one (1) year and Directors shall be elected for a term of three (3) years each, or until their successors are elected.

Any Officer or Board Member who fails to take office, when duly elected, for reasons of illness, resignation, or any other cause shall immediately be replaced through the constituted procedures of new selection by the Board.

Section 3. Election of Officers and Directors shall be held at the Annual Meeting and they shall assume their duties as of the first (1st) day of new fiscal year.

ARTICLE XI
VOTING

Section 1.

Each active member laboratory is entitled to one (1) vote. The vote may be cast by any executive or designated person connected with the member laboratory.

Active members who are delinquent for non-payment of dues shall not be eligible to vote. The Secretary shall determine such eligibility to vote.

A member may cast his vote by proxy or in person at a duly called meeting. A member voting in person automatically suspends his previously executed proxy.

Section 2. All votes will be cast at any meeting of the members by proxy or in person. All proxies and ballots cast in person shall be retained for a period of two years.

Section 3. Upon request of twenty-five percent (25%) or more of the members in good standing who shall file a written protest with the Secretary and/or Treasurer of the Association,signed by them, the Board shall order a recount of the balloting either by a special committee appointed for that purpose, or by a recognized public auditor, and the count thereon shall be attested by affidavit.

ARTICLE XII
AMENDMENTS

Proposals for amendments to the By-laws of this Association shall be presented in writing by any active member or members in good standing to the Board. If approved by a majority vote of the Board, the proposed amendment shall be submitted in writing to all active members either at a special meeting of the members called for such purpose or by mail at least thirty (30) days prior to the date of the next regular meeting of this Association. Any amendment shall require a two-thirds (2/3) vote of the active members voting at a meeting or by proxy for adoption.

ARTICLE XIII
COMMITTEES

Section 1. Professional and Trade Relations Committee

The Professional and Trade Relations Committee shall be a standing committee and all additions to this Committee shall be appointed by the Board. The President shall designate the Chairman.

The Professional and Trade Relations Committee shall consist of at least five (5)members. It shall be the duty of this Committee to meet with the appropriate Committee of the Illinois State Dental Society and all other duly authorized groups duly appointed, and act as liaison in all matters concerning the two (2) groups and shall meet and deal with dental manufacturers and dealers in all makers concerning the groups.

This committee shall be funded and the Chairman shall submit to the Executive Board a report of all expenditures.

Section 2. Finance Committee

The Treasurer of the Association shall be Chairman of this committee and it shall consist of four (4) Directors of the Association and one Officer. Duties are to promote the financial welfare of the Association.

Section 3. Publicity Committee

The Publicity Committee shall consist of at least four (4) members. Duties shall consist of promoting and publicizing the Association.

Section 4. By-Laws Committee

The By-Laws Committee shall consist of four (4) members. Their duties shall be to keep up to date and make all necessary recommendations for changes in the By-Laws as the need arises. The Chairman shall be a 2nd year Director and the Assistant Chairman shall be a 1st year Director.

Section 5. Program Committee

The Program Committee shall consist of at least four (4) members. They shall arrange for regular and special meetings and the entertainment and comfort of the membership.

Section 6. Membership Committee

The Membership Committee shall consist of at least four (4) members and it shall be their duty to promote ways and means to increase membership in the Association. Area membership chairmen shall be a part of the committee.

Section 7. Nominating Committee

The Nominating Committee shall consist of six (6) members, not more than three (3) members of this committee shall be appointed by the Board from the area comprising Cook, Lake and DuPage counties and three (3) shall be appointed from the area comprising all the counties in the state except Cook, Lake and DuPage counties.

These six (6) members of the Nominating Committee shall select and put up for nomination the Officers and Board of Directors of this Association.

The Chairman shall be the Vice President.

Section 8. Peer Review Committee

The Peer Review Committee shall consist of four (4) members. This committee interpret the meanings and application of the Code of Ethics, hear and make recommendations to the Board on matters that come before it and generally act as referees in the matter of grievances aired or ethics questioned. All decisions of this committee shall be ruled upon by the Board as final judge. Two (2) chairmen shall be appointed. One (1) from downstate and one (1) from the Chicago area.

Section 9. Educating & Training Committee

The Educating & Training Committee shall be a standing committee and consist of at least four (4) members.

The committee will be responsible for all contractual agreements between the Association and the Department of Labor on all Pre-Apprenticeship and Apprenticeship Training programs. In addition the Committee will foster continuing education programs for technicians and for apprentices.

Section 10. Business Management Committee

The Business Management Committee shall be a standing committee and consist of at least four (4) members.

This Committee's duties will be to instill better laboratory business management procedures for members through the medium of Business Management Seminars and other available programs

Section 11. Operations Advisory Committee

The Operations Advisory Committee shall consist of the four (4) immediate past president. Three (3) members of this committee shall constitute a quorum. The terms of office shall be as follows:

It will be the responsibility of this committee to audit the operations of the association office and committees. The audit of operations shall include financial statements and records. No original records shall be removed from the IDLA offices at any time by the Operations Advisory Committee. Should additional study of certain records be necessary, removal of photocopies of those records is permissible. All audits shall be private and conducted by at least three members of the Operations Advisory Committee. Available to them throughout the audit shall be the Executive Director, or a person designated by the Executive Director, or, in the event the Executive Director is unable to designate someone, a person shall be designated by the present IDLA president. This committee has no power to act, but is a reporting committee responsible only to the Board of the IDLA. The Committee's primary responsibility is to see if all functions of the IDLA are being implemented expediently as directed by the Board of this Association. Areport of the Operations Committee shall be made at each official meeting of the Board of this Association.

Section 12. Committee Rules

All committees should draw up a charter of rules and guidelines under which the committee will operate.

ARTICLE XIV
CODE OF ETHICS

As a means of effecting the objectives set forth in their By-Laws, members of the Association shall conform to the following CODE OF ETHICS in the conduct of their laboratories; failure to do so shall result in penalties provided in Article X of the By-Laws (Expulsion).

It shall be incumbent upon all members of this Association to govern their deportment in accordance with the following prescribed principles. It is not to be presumed the this Code covers the whole field of moral and ethical conduct; many duties and obligations not specifically mentioned herein are expected of every member. Men and women of good character will understand and conscientiously apply the Golden Rule.

Section 1. Service

The service of the dental laboratory shall be to members of the ethical dental profession only, direct to the dentist, this does not cancel the right of the dental laboratory to construct special appliances for dealers or dental manufacturers or dental laboratories if same are to be used only as samples or on authority of a licensed dentist

Section 2. Materials

No materials other than those specified by the licensed dentist shall be used in the construction of any case, except with the knowledge of the licensed dentist.

Should the choice of material be left to the discretion of the laboratory, the laboratory shall, upon written request, accurately inform the licensed dentist respecting the type or kind of material used.

Upon request it shall be incumbent upon each member to furnish with every new complete dental appliance, a fully itemized invoice.

Section 3. Anti-trust Policy

The Illinois Dental Laboratory Association (IDLA) has a policy of strict compliance with the federal antitrust laws. The antitrust laws prohibit certain combinations and agreements among competitors.

IDLA members can not come to understandings, make agreements or otherwise concur on positions or activities that in any way tend to raise, lower or stabilize prices or fees, divide up markets or encourage boycotts. Each member must make an independent decision, without consultation with competitors, on how to conduct business and with whom to do business. Specifically, members should never agree on:

Current or future prices or fees, price or fee changes, discounting, regulation of production and other terms and conditions of sale or of providing services. Members should be extremely careful about discussing prices or fees. Agreements on pricing and fees are clearly illegal.

Allocating or monopolizing territories or customers. Any agreement by competitors to “honor”, “protect” or “avoid invading” one another’s market areas or product lines would violate the law.

Refusing to do business with those whose business practices you oppose. Members can discuss the policies or practices of suppliers and other third parties; however, you must never threaten, directly or indirectly, to act jointly to enforce changes to those policies or practices.

Officers, directors and members of the IDLA should never make any representation, publicly or privately, which would appear to represent an official policy or position of the IDLA before referring to the complete anti-trust policy

Section 4. Advertising

No laboratory may quote prices in any newspaper, magazine, periodicals, or any other publication available to the general public, including publishing on the Internet.

A laboratory may advertise prices in any publication usually read only by the dental profession.

No advertising shall contain statements or implications of a deceptive or misleading nature.

Section 5. Unfair Practices

FALSE BRANDING—The false marking or branding of any product of the industry which has the tendency to mislead or deceive dentists, whether as of the grade, quality, quantity, substance, character, nature, origin, size, finish, or preparation of any product of the industry is prohibited.

PIRATING—Imitating, simulating, or pirating any design, mark, style, brand, drawing, sketch or dummy used by any other person in the dental laboratory industry without authorization is prohibited.

SUBSTITUTION OF MATERIALS—with intent to defraud -- Using, submitting, or billing any material superior or inferior in quality to that specified by the licensed dentist of any dental laboratory product, which would represent a price discrimination is prohibited.

DEFAMATION—The defamation of competitors by falsely imputing them. dishonorable conduct, inability to perform contracts, questionable credit standing, or by other false representations or by false disparagement of the grade or quality of their goods is prohibited.