Maryland Dental Hygienists' Association Bylaws

Article I
Name, Definition, Office, Directors

Section 1. Name.
The name of this association shall be the Maryland Dental Hygienists' Association hereinafter referred to as the association.

Section 2. Definition.
This association is an incorporated not-for-profit organization registered in Montgomery County, Maryland and a constituent of the American Dental Hygienists' Association (ADHA).

Section 3. Office.
The association shall maintain a registered office as required by the laws of the State of Maryland and executive offices as determined by the board of trustees.

Section 4. Directors
The corporation Directors shall be the president, treasurer and secretary.

Article II
Purpose and Mission

Section 1.
The purpose of this association shall be to improve the oral health of the public; to advance the art and science of dental hygiene; to represent and protect the interest of the dental hygiene profession; to improve the professional competence of the dental hygienist; to foster research in oral health; to provide professional communications; and to conduct other activities as may be permitted by the State of Maryland to carry out the purposes of this association.

Section 2.
To improve the public's total health, the mission of the Maryland Dental Hygienists' Association is to advance the art and science of dental hygiene by increasing the awareness of and ensuring access to quality oral health care, promoting the highest standards of dental hygiene education, licensure and practice, and representing and promoting the interest of dental hygienists.

Article III
Members

Section 1. Membership
The membership of this association is composed of members of the American Dental Hygienists' Association, hereinafter referred to as ADHA, who are licensed, practicing or residing in Maryland, together with such other members as are authorized in the bylaws of the association.

Section 2. Classifications of Members
Members shall meet the following requirements and such other uniform requirements as may be established by the House of Delegates.
A. Voting Members
Membership in ADHA, the constituent and a component, if one exists, shall be required.
1. Active Members:
Any dental hygienist who holds a certificate or degree in dental hygiene granted pursuant to dental hygiene program which has a minimum 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 voluntary agency, or who is licensed to practice dental hygiene in the United States under the provision of a "grandfather clause"; who is licensed to practice in Maryland; who agrees to adhere to the bylaws and code of ethics of this association; and who agrees to hold membership in the American Dental Hygienists' Association and a component of the association if such exists where a member is l licensed, practicing or residing; shall be eligible for active membership in this association upon application to this constituent or the ADHA executive director.
2. Life Members:
Any member who has made outstanding contributions to dental hygiene and to this association shall be eligible for life membership upon nomination and election by the House of Delegates.
3. Retired Members/Senior Members
Any active member who has reached the age of sixty-two (62) years, has retired from the practice of dental hygiene and has been an active member for at least (1) 25years, (2) 20 consecutive years, or (3) continuously from the date of eligibility shall
be eligible for retired senior membership upon application to the ADHA executive
director, and accompanied by proof of qualification.
4. Members with Disabilities:
Any dental hygienist who has a disability, has been a voting member and is
prohibited from being employed due to the person's disability shall be eligible
for members with disabilities membership upon application to the ADHA
executive director, submitted through and verified by the association and/or
component, and accompanied by proof of qualification.

B. Non-Voting Members

1. Associate Members:
Any dental hygienist practicing outside of the State of Maryland under a current license and who holds membership in the ADHA, and agrees to adhere to the bylaws and code of ethics of the association shall be eligible for associate membership upon application to the association board of trustees.

2. Student Members:
Any full time student in an accredited dental hygiene program or a graduate of an accredited dental hygiene program who is a full-time student in an academic discipline working toward a baccalaureate or graduate degree complementary to a career in dental hygiene, who has been recommended by the director or a duly appointed representative of the institution, shall be eligible for student membership upon application to the ADHA executive director.

3. Honorary Members:
Any individual not a dental hygienist, who has made outstanding contributions to dental hygiene or dental health, shall be eligible for honorary membership upon nomination by the board of trustees and election by the House of Delegates.

4. Allied Members:
Any individual who supports the purposes and mission of the association and who is not otherwise qualified for any other class of membership shall be eligible for allied membership upon application to the association board of trustees.

5. Supporting Member:
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 e eligible for supporting membership in ADHA, a constituent and component, if one exists.

Section 3. Privileges of Members

A. Voting members shall have the right to vote, hold office, be elected a delegate or alternate to the ADHA house of delegates, be elected a delegate or alternate to the house of delegates of this association, be elected or appointed to any office, board, council or committee of this association and of the component to which the member belongs, and other such privileges as the house of delegates may determine. All other rights, powers and responsibilities conferred by law upon members of a not-for-profit corporation shall be exercised solely by the board of trustees of this association.

B. Non-Voting Members shall have such privileges as the House of Delegates shall determine, but shall not have the right to vote or hold office.

Section 4. Resignation
A member desiring to resign from the association shall submit such resignation in writing to the ADHA executive director. No member's resignation shall be accepted until all prior dues, fees, and assessments are paid.

Section 5. Non-Payment
If a member fails to pay dues, fees, or assessments within 30 days from the expiration date, or ceases to be a member of ADHA or other organization required for membership in the association, membership shall automatically be terminated.

Section 6. Reinstatement
Any member having resigned from membership may be reinstated upon application to this constituent. Any member who has forfeited membership for non-payment of dues, fees, or assessments may be reinstated upon application to this association or the ADHA executive director, upon meeting such uniform terms as established by the board of trustees.

Section 7. Suspension/Termination
Membership in the association may be suspended or terminated by the board of trustees for cause. Sufficient cause for such suspension or termination of membership may be violation of these bylaws, the code of ethics, or any lawful rule of practice adopted by the association, or any other conduct deemed by the board of trustees to be prejudicial to the best interest of the association. A statement of the charges shall be sent by registered mail to the last recorded address of the member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days' notice shall be given, and the member shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken by the board of trustees. The board of trustees may adopt such rules as may be necessary to assure due process to the member. The decision for suspension or expulsion shall be by a two-thirds vote of the board of trustees.

Section 8. Dues
The amount of annual dues, fees, and assessments for any class of membership in the association shall be established by the House of Delegates. A two-thirds vote shall be required for any dues increase.

Article IV
Elected Officers

Section 1. Officers
The elected officers of the association shall be the president, president-elect, vice president, treasurer, secretary, immediate past president, and speaker of the house.

Section 2. Qualification
All elected officers shall be voting members of the association. In addition, candidates for the office of president-elect must have at least one full year as an association-voting member prior to nomination for the office.

Section 3. Nominations
The president shall appoint a nominating committee, with the approval of the board of trustees, of at least three voting members of the association. If possible, the committee shall nominate at least two candidates for each office to be elected by the House of Delegates. Additional nominations may be made by the delegates.

Section 4. Elections
The president, president elect, vice president, treasurer, secretary, and speaker of the house shall be elected by ballot by the house of delegates to serve for one year or until their successors are elected. Candidates must receive the majority of the votes cast to be elected. In the event that no candidate receives a majority of the votes cast on the first ballot, the two candidates receiving the highest number of votes shall be voted upon again by ballot. Upon completion of their respective terms, the president-elect shall succeed to the office of president and the president shall succeed to the office of the immediate past president to serve until there is a successor.

Section 5. Limitations on Service
The line officers of the MDHA board of trustees may hold only one office per year, except for the immediate past president.

Section 6. Vacancies.
Should the office of the president become vacant, the president-elect shall become president automatically, to serve as president for the unexpired term and the term immediately following. In the event of vacancies in both the office of president and president-elect, the vice president shall serve as president for the remainder of the unexpired term. Should the office of president elect or vice president become vacant, they shall be filled by election at the next house of delegates. Should the office of treasurer, secretary, or speaker of the house become vacant, they shall be filled by appointment by the president with the approval of the board of trustees to serve until the next House of Delegates.
Section 7. Resignation
Any elected officer may resign by submitting that resignation in writing to the board of trustees. The resignation is effective immediately.

Section 8. Removal
Any elected officer may be removed for cause. Sufficient cause for such removal may be violation of the bylaws, the code of ethics, or any lawful rule of practice adopted by the association, or any other conduct deemed by the board of trustees to be prejudicial to the best interest of the association. For removal of an elected officer for cause, it shall be necessary for the body which elects that officer to hold a formal hearing. A statement of the charges shall be sent by registered mail to the last recorded address of the member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days notice shall be given, and the officer shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken.

The body holding the hearing shall adopt such rules as may be necessary to assure due process to the member. The decision for suspension or expulsion shall be by two- thirds vote of the board of trustees.

Section 9. Compensation
No elected officer shall receive compensation for service as an officer, however the House of Delegates may authorize reimbursement of expenses incurred in the performance of their duties for the association, and prescribe procedures for approval and payment of such expenses.

Article V.
Duties of Officers

Section 1. General Duties
Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the association.

Section 2. President
The president shall have general supervision and direction of all officers of the association, shall be chair of the board of trustee meetings, shall address the opening meeting of the Annual Session, shall submit a written annual report to the house of delegates, shall assist the speaker of the house and act as chair of the house of delegates in the absence of a speaker, shall appoint, with the approval of the board of trustees, all chairpersons and members of councils, standing committees, special committees, shall appoint a nominating committee, and shall be a ex-officio member of all councils and committees except the nominating committee. The president shall succeed to the office of immediate past president, without election; to serve for a term of one year or until there is a successor. The president shall sign the MDHA banking account signature cards along with the treasurer.

Section 3. President-Elect
The president-elect shall have the powers of and perform the duties of the president during any absence or disability of the president, and shall have such other powers and duties as may be determined by the board of trustees or the president. The president-elect shall be chairperson of the administration committee and the long range planning committee. The President Elect shall be encouraged to attend the Annual Session of ADHA.

Section 4. Vice President
The vice president shall have such powers and duties as may be determined by the board of trustees or the president, shall succeed to the office of president should the office of president and president-elect both be vacant, and shall serve as chairperson for the professional development committee and hospitality sub-committee; shall maintain a current calendar of continuing education of MDHA components and all state in District III. In addition, the vice president shall serve as a member of the administration committee and the long range planning committee.

Section 5. Treasurer
The treasurer shall consult with the president concerning books and financial records in ascertaining the financial condition of the association, shall be attentive to fiscal matters, shall serve as chairperson of the audit and budget committee, shall maintain a current listing of the paid members of the constituent, and shall have such powers and duties as may be determined by the board of trustees or the president. The treasurer shall along with the president sign the MDHA bank signature cards.

Section 6. Secretary
The secretary shall keep the official minutes and records of all meetings of the board of trustees and house of delegates, shall serve as custodian of the records of the association, shall write and file official constituent correspondence, and shall have such powers and duties as may be determined by the board of trustees or the president.

Section 7. Speaker of the House
The speaker of the house shall preside over all meetings of the House of Delegates, shall consult with the president as necessary for the orderly operation of the House of Delegates, shall serve as parliamentarian at board of trustees meetings, and shall have such powers and duties as may be determined by the board of trustees or the president. In the event that no speaker is elected, the president shall serve as the speaker of the house.

Section 8. Immediate Past President
The immediate past-president shall be a voting member of the board of trustees and serve in an advisory capacity.

Article VI.
Appointed Officers

Section 1. Definition
There are no appointed officers.

Section 2. Qualifications
Qualifications for appointed officers shall be determined by the board of trustees. A majority vote of the board of trustees shall be necessary for appointment. The president shall fill the vacancies as they occur.
Section 3. Duties
The appointed officers shall perform duties prescribed by the board of trustees except as otherwise provided in these bylaws.

Article VII.
Meetings

Section 1. Definition
A meeting constitutes a committee meeting, a board of trustees meeting or the House of Delegates.

Section 2. Executive Session
Executive Session means that information during that session or meeting is not to be discussed with anyone outside of the executive session. Minutes shall be produced and called executive Minutes.

Section 3. Executive Minutes
A record shall be maintained of the committee meeting, board of trustees, or house of delegates that are held in executive session. Minutes of the meeting shall be marked executive minutes and filed only with the president. Discussion of executive minutes shall only occur in executive session.

Section 4. Inquiry of Executive Minutes
Any member of the board of trustees may place an inquiry of meetings held in executive session on the agenda of the executive agenda of a the board of trustees meeting.

Section 5. Annual Meeting
The Annual Meeting of the association shall be known as the Annual Session, and shall be held at a time and place the board of trustees shall determine, and at which time the house of delegates shall meet.
Section 6. House of Delegates
The house of delegates shall be the legislative body of the association, with the authority to determine the policies to govern the association in all its activities and to adopt the proposed budget, mission statement, goals and review the strategic plan of the association, and exercise all other rights, powers and responsibilities conferred by law upon members of a not-for-profit corporation, subject to these bylaws and the laws of the State of Maryland.

A. Voting Members
The voting members of the House of Delegates shall consist of two delegates form each component, up to the first fifty members, plus the number of remaining delegates to be calculated at one per additional twenty-five voting members of the component.

1. Delegates and alternate delegates shall be voting members of the Association and of the component they are to represent, and shall be elected by the voting members of that component.
2. For each delegate allocated to a component, that component shall have one alternate delegate.

B. Official Call
The Official Call to the annual session giving the time and place of the meeting of the house of delegates shall be published in the official publication of the association at least forty-five days in advance of the session.

C. Quorum
A quorum shall consist of a majority of the certified delegates of the House of Delegates.

D. Special Meetings
Special meetings of the House of Delegates shall be called by the president upon written request of three-fourths of the board of trustees or two-thirds of the delegates in attendance at the previous annual session of the House of Delegates. Such special meetings shall be held within fifty days of such request. The time and place of a special meeting shall be determined by the president and published in the official publications of the association or sent to the address of record of each delegate. Not less than five days notice of a special meeting shall be given, and only that business specified in the call may be transacted. Delegate and alternates to the annual session of the House of Delegates shall be the delegates and alternates to any special meeting of the House of Delegates held prior to the next annual session.

E. Composition
The House of Delegates shall be composed of the officially elected delegates of each component. The officers of the house are the president, president-elect, vice president, secretary, treasurer, immediate past president and speaker of the house each without a vote. The speaker is the chairperson of the house and shall preside over the house.

F. Certification
The membership chairperson, by August 15, prior to the House of Delegates session, shall notify each component of the number of members registered with the association on that date, and indicate the number of delegates to be elected by the component. Each component shall file with the speaker of the house, the names of duly elected delegates and alternates no later than thirty days prior to the annual session. The speaker shall thereafter dispatch to each delegate and alternate those credentials necessary no less than ten days prior to the Annual Session.

G. Substitution of Delegates
In the event that a component fails to elect delegates, or the event that elected delegates and alternates fail to attend the annual session of the House of Delegates, the House of Delegates may elect substitute delegates from among the members of that component in attendance at the meeting.

H. Officers
The officers of the House of Delegates shall be the president, president-elect, vice president, secretary, treasurer, immediate past president, and speaker of the house.

I. Vacancies
1. In the absence of the speaker of the house, the president shall preside.
2. In the absence of the speaker of the house and the president, the president-elect shall preside.
3. In the absence of the speaker of the house, the president, and the president-elect, the vice president shall preside.
4. In the absence of the secretary, the president shall appoint a voting member to serve as secretary to the House of Delegates.

J. Duties of the Officers of the House of Delegates.
1. The speaker of the house shall preside over all meetings of the House of Delegates.
2. The president shall assist the speaker of the house at all meetings of the House of Delegates.
3. The secretary shall serve as the recording officer of the House of Delegates, and shall provide a record of the proceedings of each meeting within thirty days of adjournment.

K. Executive Session during the House of Delegates.
Executive Session means that information during that session or meeting is not to be discussed with anyone outside of the executive session. Any seated delegate or alternate may propose a motion to consider items in the approved agenda in executive session. Only seated delegates and alternate delegates and association officers shall remain in the room. committee chairpersons may be called upon to provide information during the deliberations while in executive session. The motion for executive session must receive a second, is debatable and requires a two-thirds vote of the House of Delegates. Minutes shall be produced and called Executive Minutes and shall be kept by the president.

Article VIII.
Board of Trustees

Section 1. Composition
The board of trustees shall consist of the president, who shall act as chairperson of the board, president -elect, vice president, treasurer, secretary, immediate past president, (all of whom will serve as line officers of the association) and the component presidents or their official designee. Speaker of the house, one SADHA representative from each dental hygiene school, and the MDHA committee and council chairpersons shall be ex-officio members without a vote.

Section 2. Voting Members of the Board of Trustees
The Voting Members of the board of trustees shall be the president, president-elect, vice-president, secretary, treasurer, immediate past president, and the component presidents or their official designee.

Section 3. Powers
The board of trustees shall be the administrative body of the association, vested with the power to conduct all business of the association, and shall have the power to enact interim policies when the house of delegates is not in session when such policies are necessary to the proper conduct of association affairs. All such policies shall be reported to the House of Delegates at the next annual session for ratification.

Section 4. Duties
The duties of the board of trustees shall include: to provide for and maintain office facilities for the association; to be responsible for all property, real and personal, owned and held by the association and cause to be bonded officers and employees entrusted with such property; establish the fiscal year of the association; to cause the accounts of the association to be audited every two years by an accountant; too submit to the house of delegates for adoption a balanced budget, to submit to the house of delegates an annual written report and a financial report supporting the MDHA Strategic Plan; to review the reports of officers, councils and committees of the association and any recommendations and resolutions there to; to adopt rules and regulations; for the conduct of the affairs of the association; to appoint duties as are prescribed or permitted by the State of Maryland, board of trustees, or by these by-laws and the policies adopted by the house of delegates.

Section 5: Meetings
There shall be at least four regular meetings of the board of trustees each year. Special meetings may be called by the president and shall be called upon written request of a majority of the voting members of the board of trustees. Ten days notice shall be given except for meetings which may be called during annual session. Business shall be limited to that which is stated in the call.

Section 6: Quorum
A majority of the voting members of the board of trustees shall constitute a quorum.
Article IX.
Councils and Committees

Section 1. Establishment
Councils and standing committees shall be established by the House of Delegates. Special committees shall be established by the board of trustees. Councils and committees shall have such duties as designated by the House of Delegates or board of trustees, and shall include the preparation and filing of reports.

Section 2. Composition
Councils and committees shall have no fewer than four members, who shall be voting members of the association. If cooperative efforts with other associations make the appointment of a non-member desirable, it shall be made only be with the approval of the board of trustees. An elected officer shall be appointed as a non-voting advisor to each council and committee.

Section 3. Appointments
Chairpersons and members of the councils, standing committees and special committees shall be appointed by the president with the approval of the board of trustees. Members of the councils and committees shall serve terms coinciding with that of the president making the appointment.

Article X.
Absentee Voting

Section 1. Mail Ballot
Any question may be submitted in writing, within an established body of the association, for the determination in lieu of a meeting of the body. If one-third of the members of any such body challenge the mail ballot on the grounds that insufficient information is available for proper consideration of the question, the question will be postponed to the next meeting of that body. A report of any action taken by mail shall be verified and made part of the minutes of the next meeting of the body.

Section 2. Conference Call
Members of the board of trustees or any committee may participate in a meeting of the board of trustees or committee through a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.

Section 2. Procedures
Specific procedures not in conflict with Section 1 above for conducting any absentee voting shall be determined by the board of trustees or committee.

Article XI.
ADHA Representation

Section 1. District Trustees
The association together with such other designated associations named by ADHA shall compose the designated district of ADHA. The qualifications, nominations, elections, installations, vacancies, and duties of the district trustee shall be those determined by ADHA Bylaws.
Section 2. House of Delegates
The association shall be represented by the delegates and alternates provide in the Bylaws Article XI. Section 2.,A.,B.,C.,D.,E.,and F. The ADHA executive director shall be provided with the names of the delegates and alternates within ten days of this election and no later than 30 days prior to the Annual Session of the association.

A. Qualifications.
Delegates shall be voting members of the association for at least two years, with one-year previous experience as a delegate or alternate delegate to ADHA Annual Session. Alternates shall be voting members of the association for at least two years and have served as a delegate to MDHA House of Delegates for at least one year.

B. Term of Office.
1. There shall be elected delegates, the number to be determined yearly by ADHA's delegate formula. Delegates will serve a one-year term. The delegate chair shall be chosen by the delegates to ADHA.
2. There shall be elected alternate delegates, the number to be determined yearly by ADHA's delegate formula. Alternates shall serve a term of one year.

C. Nominations.
Nominations of the delegates and alternates to the ADHA House of Delegates shall be made at the same time, place, and manner as provided for in the elections of officers of this Association.

D. Elections.
Delegates and Alternate Delegates shall be elected by the House of Delegates at the annual session. Candidates must receive a majority of votes cast to be elected. In the event that no candidate receives a majority of the votes cast on the first ballot, the two candidates receiving the highest number of votes shall be voted upon again by ballot. The alternate delegate nominee receiving the highest number of votes shall be declared the first alternate delegate. The alternate delegate nominee receiving the second highest number of votes shall be declared the second alternate delegate. The alternate delegate nominee receiving the third highest number of votes shall be declared the third alternate delegate.

E. Vacancies.
In the event of a vacancy among delegates, the alternate receiving the highest number of votes shall be first appointed to fill the vacancy; further vacancies shall be file in order of votes received.

F. Duties.
1. Represent the association at all sessions of District III and ADHA.
2. Keep the association informed of District III and ADHA activities by presenting a written report at the summer board of trustees meeting.
3. In the event that a delegate can not attend a District III session, then an alternate delegate attending District III will move up to the delegate position. The delegate will then assume an alternate position.

 

Article XII.
Components

Section1. Definition
A component of the association shall consist of all voting members of the association who are either practicing or residing within that territory in which the component is situated, or anyone who desires to be a member of that component by choice.

Section 2. Application
Voting members of the association who are practicing or residing within said territory may make application to the board of trustees for a charter which shall include a description of the proposed territory, proposed name of the component and proposed bylaws and a list of charter members.

Section 3. Charter
A single component may be organized and chartered within a particular area of the association, subject to the approval of the board of trustees and majority vote of the House of Delegates.

Section 4. Membership
A. A member who qualifies for membership in more than one component shall be recorded on the membership rolls of the association as a member of only one component.
B. A member of a component who seeks to transfer to another component shall do so only at the time of payment of dues for the forthcoming year, with the exception of those member chartering a new component.

Section 5. Rights and Duties
The rights and duties of each component shall include, but not limited to:
A. Adopt and maintain bylaws which shall not conflict with the bylaws of ADHA or the association, with a current copy thereof on file with the Association
B. A component with fifty or less Voting Members of the constituent shall be entitled to be represented in the house of delegates of the constituent by two delegates.
C. A component with more than the initial fifty voting members of the constituent shall be entitled to be represented in the house of delegates by one or more delegates for each additional twenty-five voting members.
D. One alternate delegate from each component shall be elected for each delegate.
E. Determination of component representation in the House of Delegates shall be made by July 30th prior to the Annual Session.
F. A component shall elect from its voting members one trustee who will represent the members of the component on the board of trustees, file quarterly reports of all activities o the Board of trustees, and who will report back to the component membership. In the event the elected trustee cannot represent the component at a board of trustees meeting an official designee will be appointed by the elected trustee. The elected trustee will notify the president that the designee will be the voting representative for the component. If a BOT meeting is canceled the quarterly reports should be mailed to the president, secretary and newsletter chairperson

Section 6. Delegates
A. Delegates and alternates shall be limited to voting members of the association who are members of the component which said delegate and alternate represent. Delegates and alternates shall be elected by members of the component.
B. An alternate shall be entitled only to represent the component in the House of Delegates in the absence of a delegate.

Section 7. Dissolution
A component may be dissolved on the basis of insufficient licensed dental hygienist within the particular territory, subject to a two -thirds vote of the House of Delegates. On dissolution of the component, all funds remaining shall be returned to the constituent treasury.

Section 8. Revocation of Charter
The Charter of a component may be revoked by a two-thirds affirmative vote of the House of Delegates for failure to comply with the bylaws of ADHA, or the Association and then only after the said component is provided a reasonable opportunity to correct the infraction which has placed its charter in jeopardy.

Article XIII.
Publication

Section. 1.
The official publication of the association shall be called The Newsletter of the Maryland Dental Hygienists' Association.

Section 2.
Additional publications may be authorized by the board of trustees.

Section 3.
The editors of these publications shall be appointed by the president and shall submit an annual report to the House of Delegates.

Article XIV.
Indemnification

The Corporation shall, to the fullest extent by the Maryland Law, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to on covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation of the corporation or any agreement, or vote of disinterested trustees otherwise, both as to action undertaken in his or her official capacity and as to action in another capacity for another corporation or their entity which is undertaken at the behest of the corporation, and shall continue as to a person who has ceased to be a trustee, officer, employee, or agent and shall inure the benefit of the heirs, executors, and administrators of such person. To the extent permitted by applicable law, the indemnification provided shall be contingent upon the indemnities giving of prompt notice of any claims for which indemnification is or may be sought and the indemnities agreement that the corporation, its designer or its insurance carrier shall be empowered to control, should it elect, and the manner, nature, and extent of the defense the attorneys to be retained to handle the defense, and the terms of settling or resolving any and all such claims for which indemnification is or may be sought.

The indemnification provided by this Article shall be limited to the assets of this corporation, and no one shall be personally liable therefor to any extent.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, agent, or delegate of the corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or rising out of his or her capacity with another corporation or another entity which is undertaken at the behest of the corporation, whether or not the corporation would have the power to indemnify him or her against such liability under the provision of the Article.
Article XV.
Dissolution

The association shall use its funds only to accomplish the purpose and mission stated in these bylaws and no part of its funds shall inure or be distributed to the members of the association. On dissolution of the association, all funds remaining shall be distributed to one or more regularly organized and qualified professional societies, trade associations, charitable, educational, scientific, or philanthropic organizations so selected by the board of trustees.

Article XVI.
Parliamentary Authority

Robert's Rules of Order, Newly Revised, shall be the authority for procedures not covered in the Bylaws or the rules of the association.

Article XVII.
Supremacy Clause

The Constitution and Bylaws of this association and the components of this association shall not be in conflict with the Constitution and Bylaws of the ADHA, which shall be the supreme laws of the association. A current copy of these bylaws shall be on file with the executive director of ADHA. Component bylaws and policies cannot be in conflict with this Association. A current copy of each component bylaws and incorporation papers shall be on file with the constituent president.

Article XVIII.
Amendments of Bylaws

The bylaws and code of ethics may be amended at any meeting of the house of delegates by a two-thirds vote, provided that a copy of the proposed amendments has been sent to all delegates and or component presidents at least thirty (30) days prior to that meeting, or without notice at any meeting of the house of delegates held during the annual session by a three-fourths vote. Bylaw amendments must be sent to the executive director of ADHA within 60 days of their enactment.