ADMINISTRATIVE BYLAWS of the MASSACHUSETTS DENTAL HYGIENISTS' ASSOCIATION, INCORPORATED

(Adopted January 2011)

ARTICLE I

NAME AND PURPOSES

Section 1. Name. The name of this corporation shall be THE MASSACHUSETTS DENTAL HYGIENISTS' ASSOCIATION, INC., hereinafter referred to as "the Association" or "this Association," a Massachusetts, not-for-profit corporation.

Section 2. Definition. This Association is a Constituent society of the American Dental Hygienists' Association, Inc., as provided by the Constitution and Bylaws of that Association, adopted October 27, 1927, and made effective by vote of this society as of March 18, 1931.

Section 3 . Purpose. In addition to the purposes set forth in the Association's Articles of Incorporation, as may be amended, the purposes of the Association are to improve the oral health of the public; to advance the art and science of dental hygiene; to promote the highest standards of dental hygiene education and practice; to represent and protect the interest of the dental hygiene profession; to improve the professional competence of the dental hygienists; to foster research in oral health; to provide professional communications; and to conduct other activities as may be permitted by the Commonwealth of Massachusetts to carry out the purposes of this Association.

Section 3. Mission. To improve the public's total health, the mission of the Massachusetts Dental Hygienists' Association is to advance the art and science of dental hygiene by ensuring access to quality oral health care, increasing awareness of the cost-effective benefits of prevention, promoting the highest standards of dental hygiene education, licensure, practice and research, and representing and promoting the interests of dental hygienists.

Section 4. Offices. The Association shall maintain a registered office as required by the laws of the Commonwealth of Massachusetts and executive offices as determined by the Board of Trustees.

ARTICLE II

MEMBERSHIP

Section 1. Membership Qualifications. Membership may be granted to any individual who: (i) meets the criteria set forth for each category of membership in the Association; (ii) shares interest in and supports the purposes of the Association; (iii) abides by these Bylaws, the Association's Code of Ethics for Dental Hygienists, and such other policies, rules, and regulations as the Association may adopt; and (iv) meets such additional criteria for each category of membership in the Association as the House of Delegates may establish.

Section 2. Membership Categories. The membership of the Association shall be composed of the following categories:

a. Voting Members

1. Active Members. Active membership may be granted to any dental hygienist who holds a certificate or degree in dental hygiene granted pursuant to the dental hygiene program which has a minimum of two academic years of curriculum provided in a college or institution of higher education, the program of which is recognized by the United States Department of Education and/or an appropriate national voluntary agency, who is duly licensed and registered to practice in any one of the states, commonwealths, districts, or dependencies of the United States, and who is a member of the American Dental Hygienists' Association, Inc., and one of the Components of this Association.

2. Retired/Senior Status. Active Members who have reached the full retirement age as set by the Social Security Administration and have either been an Active Member of the Association for an aggregate total of thirty (30) years, or twenty-five (25) consecutive years may apply for Retired/Senior status.

3. Members with Disabilities. Active Members who are unable to work due to a verified disability may apply for Disabled status. All such applications must be verified by such member's Constituent and/or Component, and must be accompanied by proof of eligibility each year.

4. Life Members. Life membership may be granted by the House of Delegates to any Active Member who (i) has made significant contributions to the Association and the dental hygiene profession; (ii) submitted an application for Life membership to the Board of Trustees at least 30 days prior to a spring Board of Trustees meeting (iii) is nominated by the Board of Trustees, and (iv) meets such other criteria as determined by the Board of Trustees from time to time. Notwithstanding the foregoing, all of the Association's Past Presidents completing a full term in office shall be granted Life membership.

b. Non-voting Members

1. International Members. International membership may be granted to any individual who (i) resides outside of the United States; and (ii) holds a valid license to practice as a dental hygienist.

2. Student Members. Student membership may be granted to any student (i) currently enrolled in an accredited dental hygiene program; or (ii) who has graduated from an accredited dental hygiene program and is currently pursuing a baccalaureate or graduate degree complementary to a career in dental hygiene in an accredited college or institution of higher education.

3. Supporting Members. Any licensed dental hygienist, who is not employed in a dental hygiene related career and who agrees to adhere to the Bylaws and Code of Ethics of this Association, shall be eligible for Supporting membership. Enrollment in this category shall require membership in ADHA, the Constituent and a Component.

4. Honorary Members. Any individual not a dental hygienist, who has made contributions to dental hygiene or dental health, shall be eligible for Honorary membership upon nomination by the Boards of Trustees. They must be unanimously recommended by the Board of Trustees and elected at the Annual Session of the House of Delegates.

5. Allied Members. Any individual who supports the purposes and mission of this Association and who is not otherwise qualified for any other class of membership shall be eligible for Allied membership.

6. Corporate Members. Any corporation, institution or organization which supports the mission of the Association shall be eligible for Corporate membership.

Section 3. Rights and Duties of Voting Members

a. Voting and Supporting Members must be members of both the Constituent and Component.

b. All members shall be entitled to attend the member meetings and social functions of the Association.

c. Only Voting Members may vote for the election of Delegates to the House of Delegates, hold office in the Association and its components and serve on the Board of Trustees and House of Delegates. Notwithstanding anything set forth to the contrary herein, the voting members' right to vote is specifically limited to elections of Delegates, and no other matter. Each eligible Voting Member shall have one (1) vote in the election of Delegates.

d. No individual member of the Association shall have the right to vote, without limitation, on the amendment of the Association's Articles of Incorporation, the merger or dissolution of the Association, or the amendment of its Bylaws.

Section 4. Rights and Duties of Non-voting Members

a. Non-voting Members shall be entitled to a subscription to the official publication of the Association.

b. Non-voting Members shall be granted admission to any general meeting of the Association, but no right to make motions, to debate, or to vote.

Section 5. Disciplinary Action/Termination of Membership .

a. Grounds for Discipline. The Association may discipline a member for any of the following reasons:

1. Failure to comply with these Bylaws, the Association's Code of Ethics for Dental Hygienists, or any other rules or regulations of the Association;

2. Conviction of a felony or a crime related to, or arising out of, the practice of dental hygiene or involving moral turpitude;

3. Suspension, revocation, or forfeiture by any state, province, or country of the member's right to practice as a dental hygienist; or

4. Unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of the Association.

b . Procedures. Discipline may include, but not be limited to, censure, suspension, probation and expulsion. Disciplinary action may be taken provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Association. Such disciplinary actions shall be conducted in accordance with procedures established by the Board of Trustees, and the Board may request a special meeting of the House of Delegates to take such disciplinary action.

c. Non-Payment of Dues. The membership of any member who is in default of payment of dues or assessments for more than three (3) months, ceases to be a member of the Constituent, Component, or other organization required for membership in the Association, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Board of Trustees or their designee(s) shall establish, unless such termination is delayed by the Board of Trustees.

Section 6. Reinstatement. Members who have resigned or whose membership has been terminated for non-payment of dues or assessments may be reinstated upon (i) payment of dues and any assessments; (ii) application to the Constituent or to the Board of Trustees; and (iii) meeting such additional terms and conditions as may be established by the Board of Trustees.

Section 7. Resignation. A member desiring to resign from the Association shall submit such resignation in writing to the secretary of the Component.

ARTICLE III

DUES AND ASSESSMENTS

The initial and annual dues for all members of the Association, and the time for paying such dues and other assessments, if any, shall be determined by the Board of Trustees. Under special circumstances, the Board of Trustees, or its designee(s), may waive or reduce the annual dues and/or assessments for any member.

ARTICLE IV

ORGANIZATION

Section 1. Incorporation. This Association is a not-for-profit organization incorporated under the laws of the Commonwealth of Massachusetts on May 19, 1944.

Section 2. Component Societies.

a. A component society may be organized in conformity with the Articles of Incorporation and Bylaws or policy of the Association of which it shall be a recognized entity subject to the approval of the Board of Trustees, upon the receipt of application of licensed dental hygienists practicing or residing in the area. With the approval of the Board of Trustees, the President shall issue a charter to the component denoting its name.

b. Each component shall adopt and maintain Bylaws, under the section known as Component Rules and shall keep on file a current copy of their Bylaws with the secretary of the component.

c. Revocation of Charter. The charter of a component may be revoked by a two-thirds (2/3) affirmative vote of the House of Delegates only for failure to comply with the Constitution and Bylaws of the ADHA or this Association, and then only after said component is provided a reasonable opportunity to correct the infraction which has placed its charter in jeopardy.

Section 3. Redistricting. The division of the Commonwealth may be altered by a vote of the House of Delegates and then only after the proposed changes have been thoroughly studied by the Board of Trustees and recommended to the House by it

Section 4. Transfers. A member in good standing of this Association changing location of practice and/or residence from one component to another must, if desired, be granted a transfer of Active membership upon fulfilling all requirements for membership in the new component and complying with all procedural requirements of the component and the American Dental Hygienists' Association.

ARTICLE V

MEMBERSHIP MEETINGS

Section 1. Annual Meeting. An annual meeting of the voting members of the Association shall be held at such time and place as shall be determined by the Board of Trustees .

Section 2. Special Meetings. Special meetings of the voting members of the Association shall be called at the request of the President, or at the written request of ten (10) of the Association's voting members. The time and place for holding special meetings shall be determined by the Board of Trustees.

Section 3. Notice. Notice of any annual or special meeting of the voting members shall state the time, date, place and purpose of the meeting and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.

Section 4. Quorum. The lesser of (i) ten percent (10%) of the voting members of the Association; or (ii) one hundred (100) eligible voting members of the Association shall constitute a quorum for the transaction of business at any duly called meeting of the voting members, provided that if less than a quorum is present, a majority of the voting members may adjourn the meeting to another time without further notice.

Section 5. Manner of Acting. The act of a majority or more of the voting members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 6. Mail Vote. Voting by mail or electronic means shall be permitted to the full extent allowed by the Commonwealth of Massachusetts and Not for Profit Corporation Application Act, as may be amended. A mail or electronic vote may be called by the Board of Trustees.

ARTICLE VI

BOARD OF TRUSTEES

Section 1. Authority and Responsibility. The affairs of the Association shall be managed by the Board of Directors (which shall be referred to in these Bylaws as the "Board of Trustees"), which shall have supervision, control and direction of the Association, shall determine its business policies or changes therein within the limits of these Bylaws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. The Board of Trustees shall act for and on behalf of the House of Delegates between sessions of the House of Delegates to establish interim policy. The Board of Trustees may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Trustees shall provide reports to the House of Delegates.

Section 2. Composition. The Board of Trustees shall consist of the President, President-Elect, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Immediate Past President, and one elected Trustee or a designated Alternate with full voting powers from each Component.

Section 3. Invited Participants. The Editor and Administrative Assistant shall be invited to attend and participate, without vote, in all regular and special meetings of the Board of Trustees and may be invited to attend meetings held in Executive Session.

Section 4. Regular Meetings. Each new Board of Trustees shall be called together by the President within forty-five (45) days following the House of Delegates each year. The said Board shall hold at least six meetings a year, the time and place to be determined by the President. A meeting by conference telephone shall constitute a regular meeting

Section 5. Special Meetings. Special meetings of the Board of Trustees may be called by the President upon the written request of five Voting Members of the Association.

Section 6. Meeting by Conference Call. Any action to be taken at a meeting of the Board of Trustees or any committee thereof may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of forty-eight (48) hours prior to the meeting.

Section 7. Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Trustees; provided that when less than a quorum is present at said meeting, a majority of the Board of Trustees members present may adjourn the meeting to another time without further notice.

Section 8. Manner of Acting. The act of a majority of Trustees present at a duly called meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a great number is required by law, the Articles of Incorporation, or these Bylaws.

Section 9. Action by Written Consent. Any action requiring a vote of the Board of Trustees may be taken without a meeting if consent in writing, setting forth the action taken, is signed by all of the members of the Board of Trustees entitled to vote with respect to the subject matter thereof.

Section 10. Rights and Duties

a. The Board of Trustees shall approve all appointments made by the President, It shall conduct the general business of the Association, subject to instructions by the House of Delegates. The Board of Trustees shall have the power to enact interim policies when the House of Delegates is not in session and when such policies are necessary to the proper conduct of the Association affairs, provided that all such policies are presented to the House of Delegates for ratification at the next session immediately following their enactment.

b. The duties of the Board of Trustees shall include, but not be limited to:

1) Be responsible for the property, real and personal, owned or held by the Association.

2) Establish the fiscal year of the Association and adopt an annual budget.

3) Submit an annual report to the House of Delegates reviewing activities of the Board of Trustees.

4) Review reports of officers and committees of the Association and make recommendations to the House of Delegates concerning these reports;

5) Perform such other duties as are prescribed by the mandates of the House of Delegates or permitted by the laws of the Commonwealth of Massachusetts.

ARTICLE VII

OFFICERS

Section 1. Officers. The officers of the Association shall be a President, President-Elect, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and Speaker of the House of Delegates. No two (2) offices may be held simultaneously by the same person.

Section 2. President. The President shall be the principal elected officer of the Association and shall, in general, supervise all of the business affairs of the Association, subject to the direction and control of the Board of Trustees. The President shall in addition to other duties: preside at all meetings of this Association and the Board of Trustees; make at least one official visitation to each component; submit to the House of Delegates a concise annual report concerning the condition of the Association and the components; present to the Annual Session of the House of Delegates recommendations and/or resolutions for the improvement of the Association as warranted. The President shall succeed to the office of Immediate Past President upon expiration of the President's term of office.

Section 3. President - Elect. The President-Elect in addition to other responsibilities shall, at the discretion of the President, assist in the performance of the presidential duties, be an ex-officio member of all Councils/Committees, perform the duties of the President in case of absence, assume the office of the President in the event the office becomes vacant, and succeed to the office of President at the next annual House of Delegates meeting.

Section 4. Vice President. The Vice President in addition to other responsibilities shall at the discretion of the President, assist in the performance of the presidential duties, and officiate at all meetings in the absence of the President and the President-Elect.

Section 5. Secretary. The Secretary in addition to other duties shall serve as recording officer of the House of Delegates and Board of Trustees, and custodian of its records.

Section 6. Assistant Secretary. The Assistant Secretary shall in addition to other responsibilities share the duties of the Secretary, and assume the responsibilities of the Secretary in his/her absence.

Section 7. Treasurer. The Treasurer shall in addition to other responsibilities be bonded, be custodian of all the monies of the Association, valuable papers, seals and other properties entrusted to their care, maintain close relationships with the MDHA Assistant Treasurer and the BOT chosen investment company and its representative, be familiar with the MDHA Fiscal Policies and Procedures and the Strategic Plan, make all deposits in various association accounts, make all payments by check, keep accurate books of all money received and expended, pay all bills and reimbursements promptly, balance the books at the end of each month and present a written financial report to each member of the Board of Trustees at all regular meetings, provide the accountant with all information necessary for filing IRS taxes, file any necessary tax forms annually and quarterly as required, file necessary 1099 tax forms as required by IRS, file the official government forms regarding remuneration paid to a lobbyist as required by the state, file an annual report of Incorporation with the Secretary of State's office by November 1st of each year, prepare for the House of Delegates a full and detailed report of the financial conditions of the Association.

Section 8. Assistant Treasurer. The Assistant Treasurer shall in addition to other responsibilities maintain a close relationship with and assist the Treasurer in performance of their duties as directed by the Treasurer, assume the duties of the Treasurer in her/his absence, and chair the Finance Committee.

Section 9. Speaker of the House. The Speaker of the House shall in addition to other responsibilities be the presiding officer at the annual session of the House of Delegates, shall consult with the President and Administrative Assistant as necessary for the orderly operation of the House of Delegates, and shall perform such other duties as may be prescribed by the Board of Trustees.

Section 10. Qualification for Office. Only voting members are eligible to hold office.

Section 11. Term and Election.

a. The officers of this Association except the President, shall be elected by secret ballot of certified delegates at each Annual Session of the House of Delegates to serve for a term of one year or until their successors are elected.

b. The President-Elect, upon completion of the term of office, shall succeed to the office of President without election to serve for a term of one year.

Section 12. Resignation and Removal of Officers. Any officer may resign at any time by giving written notice to the Board of Trustees. In addition, any officer may be removed by a majority vote of the persons entitled to elect such officer, whenever, in their judgment, the best interests of the Association would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer or agent shall not of itself create any contracts rights.

Section 13. Officer Vacancies. Vacancies in any office shall be filled by the President without undue delay, provided, however, the President-Elect automatically shall succeed to the office of President in the event of the death, resignation, removal, or incapacity of the President and the office of President-Elect shall remain vacant until the next meeting of the House of Delegates. In the event the President-Elect position is vacant at such times as there becomes a vacancy in the office of President, the Board of Trustees immediately shall fill the office of President and such appointee shall hold office until the next meeting of the House of Delegates. Except as otherwise set forth herein, an officer appointed pursuant to this section shall hold such office for the remainder of the original term for which she or he was appointed to fill.

ARTICLE VIII

HOUSE OF DELEGATES

Section 1. Composition

a. Voting Members.

1. Each component shall be represented by at least three Delegates. Components having more than one hundred members shall be entitled to additional representation on the basis of one Delegate for each additional one hundred members. Delegates will be elected by the voting members belonging to the Component.

b. Non-voting Members.

1. The Association officers shall be ex-officio members of the House of Delegates, without the right to vote. The House of Delegates shall also include all Past Presidents of this Association, who currently retain membership as ex-officio members without a vote.

Section 2. Qualifications for Delegates and Alternate Delegates. All Delegates must be voting members of the Association in good standing.

Section 3. Appointment of Delegates. All Components entitled to representation in the House of Delegates must submit the name of their Delegates to the House of Delegates or their designee(s) no less than forty-five (45) days prior to each annual session of the House of Delegates. The Administrative Assistant will thereafter dispatch all necessary credentials and materials required for the meeting no later than fourteen (14) days prior to the meeting.

Section 4. Terms of Delegates. Delegates shall serve for a one (1) year term, or until such time as their successors are appointed and take their position, subject to such term limits as may be imposed the House of Delegates.

Section 5. Annual Session. The House of Delegates shall hold a regular annual session in conjunction with the Association's Annual Meeting.

Section 6. Special Sessions. Special sessions of the House of Delegates may be called by the President upon written required of ten (10) Voting Members. Except in times of extreme emergency when as many members as possible shall be reached by telephone or electronic mail notification (e-mail), notice of said meeting shall be given at least fourteen (14) days previous to the time for which the meeting is called. The business of a special session shall be limited to that stated in the official notice.

Section 7. Notice. Notice of any annual or special session of the House of Delegates shall state the time, date, place and purpose of the session and shall be published either in print or on the Association's website at least thirty (30), and no more than sixty (60) days prior to the date of the session, unless otherwise required by the procedures established by the House of Delegates.

Section 8. Quorum. A majority of the Certified Delegates of the House of Delegates shall constitute a quorum for the transaction of business of the House of Delegates.

Section 9. Manner of Acting. The act of a majority of Delegates present at a duly called session at which a quorum is present shall be the act of the House of Delegates, unless the act of a greater number is required by the law, the Articles of Incorporation, or these Bylaws.

Section 10. Attendance/Exercise of Voting Rights. Delegates shall have the right to attend all sessions of the House of Delegates and shall have the right to vote.

Section 11. Resignation and Removal of Delegates. Any Delegate may resign at any time by giving written notice to the President. In addition, any Delegate may be removed the Component entitled to appoint such Delegate; whenever, in its judgment, the best interests of the Association would be served by such removal.

Section 12. Vacancies. In the event of the death, resignation, removal, or incapacity of the Delegate, the Component represented by such Delegate shall name a qualified member to serve until the conclusion of such Delegate's term

ARTICLE IX

COMMITTEES/COUNCILS/TASK FORCES

Section 1. Finance Committee.

a. Composition. The Finance Committee shall be comprised of the Assistant Treasurer, President, President-Elect, Vice President, Immediate Past President, and Treasurer. The Assistant Treasurer shall serve as Chair of the Finance Committee.

b. Term. The term in office, is one year or until a successor committee has been appointed.

c. Authority and Responsibilities. The Finance Committee shall in addition to other responsibilities develop a draft budget to be presented to the Board of Trustees, and work with the Board of Trustees to compile a budget report to be presented to the House of Delegates. They shall maintain and improve the fiscal stability of the Association.

Section 2. Councils and Other Standing Committees. The Board of Trustees or House of Delegates may establish such councils and other standing committees as either of them deem necessary or prudent in the exercise of their authority and responsibility as set forth in these Bylaws.

a. Authority/Composition/Qualifications. The action establishing a council or standing committee shall set forth the council or committee's purpose, authority, and composition, and qualifications required for membership on the committee. In the absence of any direction to the contrary in the authorizing action, the President shall appoint the Chair and members of all councils and standing committees, subject to the approval of the Board of Trustees. Any committee having the authority of the Board of Trustees shall have members of the Board of Trustees as a majority of its members.

b. Quorum and Manner of Acting. At all meetings of any council or standing committee, a majority of the members shall constitute a quorum for the transaction of business unless otherwise set forth in these Bylaws or the resolution establishing such council or committee. A majority vote by council or committee members present and voting at a meeting at which a quorum is present shall be required for any action.

c. Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a council or committee shall be filled by the President.

d. Policies and Procedures. The Board of Trustees shall develop and approve policies and procedures for the operation of all councils and standing committees. All councils and standing committees shall report to the Board of Trustees, unless otherwise set forth in the resolution establishing such council/committee.

Section 3. Advisory/Ad Hoc Committees and Task Forces

a. Task Forces. The Board of Trustees or House of Delegates may appoint such advisory or ad hoc committees or task forces as are necessary or appropriate in the exercise of their authority and responsibility as set forth in these Bylaws. An ad hoc committee shall terminate three (3) years from the date of its creation, unless renewed by the Board of Trustees. A task force shall terminate after one (1) year from the date of its creation, unless renewed. Ad hoc committees and task forces may be established for longer periods with the approval of the Board of Trustees. The action establishing such a committee or task force shall set forth the committee's or task force's purpose and composition.

b. Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members present thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.

c. Committee/Task Force Vacancies. Except as otherwise provided herein, vacancies in the membership of a committee or task force shall be filled by appointments made in the same manner as the original appointments to

that committee/task force.

d. Policies and Procedures. The Board of Trustees shall develop and approve general policies and procedures for the operating of all committees and task forces. All committees and task forces shall report to the entity creating the committee/task force.

ARTICLE X

COMPONENTS

Section 1. Tripartite. The American Dental Hygienists' Association (ADHA) is a tripartite organization. Voting and Supporting members must maintain an active membership in the Association, a Constituent and a Component.

Section 2. Components. Voting members of the Association who are licensed, practicing or residing within a particular state, commonwealth, federal district, territory or possession of the United States may be organized as a component of the Association (each of which is referred to as a "Component"). The Board of Trustees may authorize the establishment of Components which shall (i) be organized and operated in accordance with these Bylaws, and such additional rules and policies as may be adopted by the Board of Trustees from time to time; (ii) fulfill criteria for affiliation as may be established by the Board of Trustees from time to time; (iii) enter into Component agreements with the Association; and (iv) be issued a charter. The name, geographic boundaries and other requirements for components shall be subject to approval of the ADHA and such rules and policies as may be adopted by the ADHA and the constituent board from time to time. All members of a Component must be members of the Association.

a. Application for Recognition as a Component. The Board of Trustees, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants seeking to be organized as a Component of the Association. All applicants must complete the application form and submit the application, along with the designated fee, if any, to the administrative office of the Association. The Board of Trustees, or its designee(s), shall review the application of all applicants and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Trustees may prescribe, if applicants meet the qualifications necessary for recognition as a Component.

b. Revocation. Charters for the operation of a Component may be revoked by the Board of Trustees at any time and in such manner and after such investigation as the Board of Trustees may deem necessary. Upon revocation of a Component's charter, the Component immediately shall remit all of its funds and records to the Association's President.

b1. Due notice shall be given by the Board of Trustees to the Component in question, by registered mail and reasonable opportunity shall be allowed for the constituent to meet the requirements or correct infractions before final action is taken to revoke the charter.

c. Name. No Component or other entity shall use the name of the Association in any manner whatsoever unless duly authorized to do so by the Association pursuant to the terms of a written agreement.

d. Organization. Each Component shall have a Board of Directors, officers and bylaws in such form as shall be approved by the Association's Board of Trustees. Components must maintain voting membership categories and criteria that are identical to the Association's (with the exception of Life membership). Changes to a Component's bylaws must receive the written approval of the Association's Board of Trustees.

e. Meetings. Each Component may hold such meetings as it deems appropriate.

f. Choice of Component. Members may belong to only one Component, and may join the Component of their choice based on where they reside, practice or hold a license.

g. Transfers. A member of a Component may transfer to another Component by written request addressed to the central office of ADHA. The central office of ADHA shall affect the transfer and promptly notify the effected Components. Full membership privileges shall be granted to the transferring member in the new Component, and the new Component shall give the transferring member a credit for the full amount of any dues paid to the previous Component to be applied towards dues in the new Component.

ARTICLE XI

ADHA REPRESENTATION

Section 1. District Trustee. The Association together with such other designated Associations named by the ADHA shall compose the designated District of ADHA. The qualifications, nominations, election, installation, vacancies and duties of the District Trustee shall be those determined by the ADHA Bylaws.

Section 2. Delegates and Alternate Delegates. At each Annual Session of the MDHA House of Delegates, the certified delegates shall elect at least one ADHA Delegate and one ADHA Alternate Delegate. This Association shall be entitled to additional representatives as directed the American Dental Hygienists' Association, Inc. The Executive Director of the American Dental Hygienists' Association, Inc. shall be notified within ten (10) days of the names of the Delegates and Alternate Delegates elected by the Association and no later than thirty (30) days prior to Annual Session.

a. Elections.

1. The nominees receiving the highest number of votes shall be declared Delegate.

2. The nominees receiving the highest number of votes shall be declared Alternate Delegate.

3. The President, President-Elect, Vice President and Immediate Past President shall represent this Association as either Delegates or Alternate Delegates.

b. Vacancies. In the event of a vacancy among the Delegates, the Alternate Delegate receiving the highest number of votes shall be first appointed to fill the vacancy; further appointment of vacancies shall be made in order of number of votes received. In the event the elected Delegate or Alternate Delegate is unable to represent the Constituent, the President shall appoint a proxy with the approval of the Board of Trustees.

c. Duties. Delegates and Alternate Delegates shall be fully prepared to represent this constituent at the ADHA House of Delegates. Both Delegates and Alternate Delegates must attend a majority of the Board of Trustees meetings and District I meetings after their elections. They shall keep the membership informed of all ADHA activities.

ARTICLE XII

ELECTRONIC MEETINGS

Any action to be taken at a Board of Trustees, House of Delegates, voting member, council, committee, or task force meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least forty-eight (48) hours prior to the meeting.

ARTICLE XIII

USE OF ELECTRONIC COMMUNICATION

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

ARTICLE XIV

GOVERNMENT AND FINANCE

Section 1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by action of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer.

Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Trustees may select.

Section 4. Bonding. The Board of Trustees may shall provide for the bonding of such officers and employees of the Association as it may determine is necessary and/or appropriate.

Section 5. Gifts. The Board of Trustees may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

Section 6. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Trustees, House of Delegates, and any committees having the authority of the Board of Trustees.

Section 7. Annual Audit. The Board of Trustees shall provide for an annual audit of the financial records of the Association by a certified public accountant. A report of the financial condition of the Association shall be made to the membership of the Association annually.

Section 8. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Trustees.

Section 9. Financial Interest. No officer or member of any council or committee of this Association shall have any financial interest in any purchase, contract, or loan by or to the Association, except by vote of the Board of Trustees.

Section 10. Voting. Except as otherwise provided in these Bylaws, every question which shall come before a meeting of the House of Delegates, the Board of Trustees or a committee shall be decided by a majority of those present and voting.

ARTICLE XV

INDEMNIFICATION

The Association shall indemnify all past and present officers, directors, employees, committee, council, and task force members, and all other volunteers of the Association to the full extent permitted by the Commonwealth of Massachusetts, as may be amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Trustees.

ARTICLE XVI

WAIVER OF NOTICE

Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVI I

AMENDMENTS

Section 1. Proposed Amendments . The Board of Trustees, the House of Delegates, Constituents, Components or any voting member of the Association may propose amendments, in whole or in part, to these Bylaws and Code of Ethics. The Board of Trustees shall provide recommendations for all proposed amendments before the first meeting of the House of Delegates.

Section 2. Approval of Amendments. Proposed amendments of these Bylaws and Code of Ethics shall be forwarded to the House of Delegates for consideration. Approval of such proposals shall require the act of two-thirds (2/3) of the entire House of Delegates at a duly called session of the House of Delegates.

Section 3. Notice. Notice of intent to amend these Bylaws must be (i) sent to all Delegates by mail or electronic communication or (ii) published in print or online and circulated to the entire membership; or (iii) published on the Association's website at least fourteen (14) days prior to the session of the House of Delegates at which such amendments are to be considered. Such notice must include a general description of the proposed amendments.

ARTICLE XVII I

DISSOLUTION

In the event of the dissolution of the Association, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the remaining assets of the Association (except any assets held by the Association upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Association in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine.

ARTICLE XIX

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised, shall govern all meetings of the House of Delegates in all cases to which they are applicable and in which they are not inconsistent with the Commonwealth of Massachusetts Act, these Bylaws and any special rules of order the Association may adopt.


ARTICLE XX

SUPREMACY CLAUSE

The Constitution and Bylaws of this Association shall not be in conflict with the Constitution and Bylaws of ADHA, which shall be the supreme law of the Association. A current copy of these Bylaws shall be on file with the Executive Director of ADHA.