Valley District Dental Society Valley Districk Dental Society, a Member of the Massachusetts Dental Society, Serving Franklin, Hampshire & Hampden Counties
 
 
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DRAFT PROPOSAL of New VDDS Bylaws


The following is a DRAFT PROPOSAL of the new VDDS bylaws:


AMENDED AND RESTATED BY-LAWS

OF THE VALLEY DISTRICT DENTAL SOCIETY

Revised September 2012


The Valley District Dental Society is an unincorporated association under the laws of the Commonwealth of Massachusetts and is recognized as a component society of the Massachusetts Dental Society (“MDS”) and the American Dental Association. In accordance with the By-Laws of the MDS, the cities and towns comprising the District are as follows:

Agawam, Amherst, Ashfield, Belchertown, Bernardston, Blandford, Brimfield, Buckland, Charlemont, Chester, Chesterfield, Chicopee, Colrain, Conway, Cummington, Deerfield, East Longmeadow, Easthampton, Erving, Florence, Gill, Goshen, Granby, Granville, Greenfield, Griswoldville, Hadley, Hampton, Hatfield, Hawley, Heath, Holland, Holyoke, Huntington, Indian Orchard, Leverett, Leyden, Longmeadow, Ludlow, Middlefield, Miller Falls, Monroe, Monson, Montague, Mongomery, Mount Hermon, New Salem, Northampton, Northfield, Orange, Palmer, Pelham, Plainfield, Rowe, Russell, Shattuckville, Shelburne, Shutesbury, South Hadley, South Hampton, Southwick, Springfield, Sunderland, Thorndike, Three Rivers, Tolland, Turners Falls, Wales, Ware, Warwick, Wendell, West Springfield, Westfield, Westhampton, Whatley, Wilbraham, Williamsburg, Woronoco, Worthington

Preamble


The Valley District Dental Society (VDDS) shall include includes the member dentists in good standing within the cities and towns of Hampshire, Hampden and Franklin Counties, organized as a component of the Massachusetts Dental Society, a non-profit 501c3, which is a constituent of the American Dental Association, for these purposes:


To cultivate the science and art of Dentistry and all of its collateral branches

To elevate and sustain the professional character and education of Dentists

To promote Dental Health through all media means available

To protect the public interest in Dental Health matters

To promote the success of dental practices


All governing rules and by-laws shall conform to regulations set forth in the Massachusetts Dental Society (MDS) Constitution and the MDS Bylaws. The society shall have the power to elect its members, to provide for its financial support, to establish by-laws, rules and regulations not in conflict with, or limiting the Constitution and By-laws of the American Dental Association and the Massachusetts Dental Society.



Section 1 – MEMBERSHIP


Members of this Valley District Dental Society shall be classified according to the current classifications as stated in Chapter 1 Section 20 of the bylaws of the Massachusetts Dental Society with all the inherent duties, rights and privileges accorded to their classification.  Membership shall be open to dentists practicing and/or residing in the towns of the Valley District Dental Society as defined in the Bylaws of the Massachusetts Dental Society.

Members who apply to the Valley District Dental Society will have to be elected by a simple majority of those attending a general meeting or a majority of the Executive Board if the meeting is not held within 60 days of receiving the application by the district secretary.


Members of the District shall consist of the following categories of membership: Active, Associate, Life, Retired and Non-resident. All members shall be individuals who satisfy the requirements applicable to their particular category of membership, as set forth in the MDS By- Laws. and who either maintain an office for the practice of dentistry in the geographic area comprising the District or, in the case of Associate and Retired Members only, reside in the

District. All Active, Life and Retired members in good standing shall enjoy all privileges of membership in the District without exception. All applicants for membership shall be elected as set forth in these By-Laws. Simultaneously upon the termination of a member’s membership in the MDS, such member’s membership in this District shall terminate.



Membership of the society (as provided in Section  of the Massachusetts Dental Society By-laws) shall be classified as follows:

  1. Active Member: limited to dentists who are accepted for membership in the Valley District Dental Society and who are: Dentists in active practice who are in good standing and licensed to practice dentistry in the Commonwealth of Massachusetts or Dentists in good standing who are engaged in activities furthering the object of this society, including teachers, interns and residents affiliated with recognized educational or health care institutions or who are engaged in activities of governmental dental service. retired, honorary, associate, student, non-resident.

  2. Life Member: Active members who are in good standing for thirty (30) consecutive years or a total of forty (40) in this and other constituent societies of the American Dental Association, who have attained the age of sixty-five (65) years, shall be classified as a Life Member in this Society. Life Membership shall be effective the calendar year in which the requirements are fulfilled. Maintenance of membership in good standing shall be a requisite for continuance of Life Membership status. A dentist who was an active member but subsequently became a student member shall be entitled to have the year or years of such subsequent student membership counted as active membership for the sole purpose of his/her establishing eligibility for Life Membership. Life members are permitted to hold local offices and shall retain an active vote among the membership.


  1. Retired Member: An active member in good standing no longer earning income from the performance of service as a member of the faculty of a dental school, as a dental administrator or consultant, or as a practitioner of dentistry may be classified as a Retired Member. To qualify for Retired Member status, the member shall submit to the Valley District Dental Society Secretary an affidavit attesting to the member’s qualifications for Retired Member status. Retired Members shall be allowed to hold local offices only and shall retain an active vote among the membership.


  1. Associate Member: A person who contributes to the advancement of the objectives of this society and has not met the educational requirements for licensure as a dentist anywhere in the United States, upon application to and approval by the MDS Board of Trustees, shall be classified as an associate member of the MDS. Once approved by MDS, prospective Associate members shall provide an application to the Executive Board of the Valley District Dental Society and shall be elected as an associate member with a 2/3 vote of the members of the society. Associate members are not eligible to hold office and do not have an active vote among the membership



  1. Honorary Member: An individual who has made outstanding contributions to the art and science of dentistry, upon nomination by any member of the executive committee and approval by 2/3 of the general membership, shall be classified as an Honorary Member. Honorary members cannot hold office and do not have an active vote among the membership.

  2. Student Member: A pre-doctoral student of a dental school accredited by the Commission on Accreditation of the American Dental Association shall be classified as a student member of this society. Any dentist eligible for membership who is engaged full time in (i) advanced training course of not less than one academic year’s duration in an accredited school or (ii) a residency training program approved by the Commission on Accreditation of the American Dental Association may be classified as a Student Member. Student members may not hold office and do not have an active vote among the members.


  1. Allied Dental Health Professional Member: An allied dental health professional member is a hygienist, assistant, front office, technician or other personnel working in a dental office or dental laboratory. Membership for application must be approved by a 2/3 vote of the members of the society.


  1. Non-Resident Member:

    1. Constituent Non-Resident Member: A dentist who (i) resides outside the Commonwealth of Massachusetts, (ii) is not eligible for any other classification of membership within the society, and (iii) holds membership in another constituent society may apply to the MDS Board of Trustees for Constituent non-resident membership. Once conferred by the MDS, prospective Constituent non-resident members shall apply to the VDDS executive committee and shall be elected to membership with a 2/3 vote of the active members. Constituent non-resident members may not hold office and shall not have an active vote among the membership.

    2. Component Non-Resident Member: A Commonwealth of Massachusetts dentist holding membership in good standing in the District Dental Society in which the member carries on his/her practice may apply to the Executive committee of the VDDS for membership as a Component non-resident member. Election to the VDDS shall require a 2/3 vote of the membership for approval. Component non- resident members may not hold office and shall not have an active vote among the membership.


  1. Definition of “In Good Standing”: See MDS Bylaws, Section 30.


  1. Multiple Jurisdiction: A member may hold membership in two district societies with the consent of the district societies involved. A member is required to maintain component non- resident  membership in the district society shoes jurisdiction the member maintains or uses a secondary office. Such member shall pay dues to the society only through the district society in whose jurisdiction he conducts the major part of his practice District. All Active, Life and Retired members in good standing shall enjoy all privileges of membership in the District without exception. All applicants for membership shall be elected as set forth in these By-Laws. Simultaneously upon the termination of a member’s membership in the MDS, such member’s membership in this District shall terminate.



Membership of the society (as provided in Section 20 of the Massachusetts Dental Society By-laws) shall be classified as follows:

  1. Active Member: limited to dentists who are accepted for membership in the Valley District Dental Society and who are: Dentists in active practice who are in good standing and licensed to practice dentistry in the Commonwealth of Massachusetts or Dentists in good standing who are engaged in activities furthering the object of this society, including teachers, interns and residents affiliated with recognized educational or health care institutions or who are engaged in activities of governmental dental service. retired, honorary, associate, student, non-resident.

  2. Life Member: Active members who are in good standing for thirty (30) consecutive years or a total of forty (40) in this and other constituent societies of the American Dental Association, who have attained the age of sixty-five (65) years, shall be classified as a Life Member in this Society. Life Membership shall be effective the calendar year in which the requirements are fulfilled. Maintenance of membership in good standing shall be a requisite for continuance of Life Membership status. A dentist who was an active member but subsequently became a student member shall be entitled to have the year or years of such subsequent student membership counted as active membership for the sole purpose of his/her establishing eligibility for Life Membership. Life members are permitted to hold local offices only and shall retain an active vote among the membership.


  1. Retired Member: An active member in good standing no longer earning income from the performance of service as a member of the faculty of a dental school, as a dental administrator or consultant, or as a practitioner of dentistry may be classified as a Retired Member. To qualify for Retired Member status, the member shall submit to the Valley District Dental Society Secretary an affidavit attesting to the member’s qualifications for Retired Member status. Retired Members shall be allowed to hold local offices only and shall retain an active vote among the membership.


  1. Associate Member: A person who contributes to the advancement of the objectives of this society and has not met the educational requirements for licensure as a dentist anywhere in the United States, upon application to and approval by the MDS Board of Trustees, shall be classified as an associate member of the MDS. Once approved by MDS, prospective Associate members shall provide an application to the Executive Board of the Valley District Dental Society and shall be elected as an associate member with a 2/3 vote of the members of the society. Associate members are not eligible to hold office and do not have an active vote among the membership.

  2. Honorary Member: An individual who has made outstanding contributions to the art and science of dentistry, upon nomination by any member of the executive committee and approval by 2/3 of the general membership, shall be classified as an Honorary Member. Honorary members cannot hold office and do not have an active vote among the membership.

  3. Student Member: A pre-doctoral student of a dental school accredited by the Commission on Accreditation of the American Dental Association shall be classified as a student member of this society. Any dentist eligible for membership who is engaged full time in (i) advanced training course of not less than one academic year’s duration in an accredited school or (ii) a residency training program approved by the Commission on Accreditation of the American Dental Association may be classified as a Student Member. Student members may not hold office and do not have an active vote among the members.


  1. Allied Dental Health Professional Member: An allied dental health professional member is a hygienist, assistant, front office, technician or other personnel working in a dental office or dental laboratory. Membership for application must be approved by a 2/3 vote of the members of the society.


  1. Non-Resident Member:

    1. Constituent Non-Resident Member: A dentist who (i) resides outside the Commonwealth of Massachusetts, (ii) is not eligible for any other classification of membership within the society, and (iii) holds membership in another constituent society may apply to the MDS Board of Trustees for Constituent non-resident membership. Once conferred by the MDS, prospective Constituent non-resident members shall apply to the VDDS executive committee and shall be elected to membership with a 2/3 vote of the active members. Constituent non-resident members may not hold office and shall not have an active vote among the membership.

    2. Component Non-Resident Member: A Commonwealth of Massachusetts dentist holding membership in good standing in the District Dental Society in which the member carries on his/her practice may apply to the Executive committee of the VDDS for membership as a Component non-resident member. Election to the VDDS shall require a 2/3 vote of the membership for approval. Component non- resident members may not hold office and shall not have an active vote among the membership.


  1. Definition of “In Good Standing”: See MDS Bylaws, Section 30.


  1. Multiple Jurisdiction: A member may hold membership in two district societies with the consent of the district societies involved. A member is required to maintain component non- resident membership in the district society shoes jurisdiction the member maintains or uses a secondary office. Such member shall pay dues to the society only through the district society in whose jurisdiction he conducts the major part of his practice



Section 2 – MEMBERSHIP DUES


  1. The annual dues of this District for Active, Associate and Non-resident members shall be established by the members at a meeting of the members, upon recommendation of the Executive Committee Board. No dues shall be charged for Retired members.  Dues shall be collected in conformity with the MDS By-Laws.


  1. All dues shall be collected in conformity with the MDS Bylaws.


Payment of VDDS dues is due January first of each year. Any members whose dues are not paid by March 31 of that year shall cease to be a member. Future dues increases may be implemented at the discretion of the voting members and will supercede any fees posted below. Local membership dues shall be paid to the VDDS

  1. Special Circumstances: Dues waivers

    1. New Members: New Members in their first year out of Dental School or Residency Training shall be exempt from dues for the first year

    2. Financial Hardship: A member in otherwise good standing may apply for a waiver of dues for financial hardship by providing a request, in writing, to the executive committee. All applications for waivers must be approved by the unanimous vote of the Executive Committee.

    3. Temporary Disability: A member in otherwise good standing may apply for a waiver of dues for disability as long as the period of disability is greater than 90 consecutive days. Waivers for temporary disability must be approved with a unanimous vote of the Executive Committee.

    4. Permanent disability: If a member is deemed permanently disabled, they may contact the Executive Committee, in writing, of their condition for reclassification as a Retired member as per Article I, Section C of these bylaws.

  1. Special Circumstances: Pro-Rated Dues

    1. Members elected to membership from January 1-July1 shall pay 100% of the current year’s dues;

    2. members elected after July 1 shall pay 50% of the of the current year’s dues;

    3. members elected after October 1 shall not pay year’s dues.



Section 3: DISTRICT MEETINGS


  1. There shall be at least two regular district general membership meetings per year, including and an annual meeting, which shall be held during the term year.  during the months of March, April or May. Special general membership meetings may be held at the discretion of the Executive Committee Board, with 30 days notification to the membership of the date and agenda. The program for the annual meeting shall give notice that the meeting is for the transaction of the annual business and the election of officers. At the discretion of the executive committee Executive Board, up to two meeting per year may be subsidized for active, life and retired members.

  2. Regular Business District General Membership Meetings:

    1. A quorum at a regularly scheduled meetings shall be constituted by twenty-five (25) members.

    2. At regular meetings of the District, the order of business shall be determined by the chairman president and secretary with the approval of the Executive Committee Board. Unless the chairman president and secretary propose otherwise, the following is the approved likely order of business:

      1. Call to order

      2. Reading and acceptance of the minutes of the previous regular meeting

      3. Communications

      4. Reports of Committees

      5. Election of new members, if applicable

      6. Old business

      7. New business

      8. Adjournment


  1. Annual District Meeting

    1. A quorum at a regularly scheduled meetings shall be constituted by twenty-five (25) members

    2. At the Annual Meeting of the district, the order of business shall be determined by the chairman/president and secretary with the approval of the Executive Committee Board. Unless the chairman/president and secretary propose otherwise, the following is the approved likely order of business:

      1. Call to order.

      2. Reading and acceptance of the minutes of the previous Annual Meeting.

      3. Annual Reports of the officers and committees

      4. Election of new members

      5. Old business

      6. New business

      7. Election of officers, committees, delegates and representatives with appropriate installation.

      8. Adjournment.


  1. Election Procedures

    1. At the annual meeting, the recommendations of the Nominations Committee for elected officers and Trustee nominee shall be presented to the VDDS membership by the VDDS Secretary for election. there shall be elected a Nominating Committee, from the floor, consisting of five members, whose duty shall be to present a slate of at least one candidate for each elective position to be presented at the following annual meeting. No member shall be elected to this committee for any two consecutive years. The first meeting of the committee shall be called by the Secretary of the District. At such meeting, the committee will elect a chairman.

    2. After the presentation of the slate from of the nominating committee, the presiding officer of the Annual Meeting shall invite other nominations from the floor. If there are no other nominations, then the election will proceed with a simple majority to elect new officers. All subsequently elected officers shall take office at the close of the Massachusetts Dental Society Annual Session. The nominating committee shall arrange for suitable ceremony for the installation of the new officers.

    3. In the event of a contested elected position, the eligible VDDS member who is contesting the elected position shall be afforded the opportunity to present themselves to the VDDS membership at the annual meeting for no more than 10 minutes per member before the membership decides the elected position by a simple majority of the membership present.

    4. In the event of a vacancy in any elected office, the executive committee shall, by appointment, fill the unexpired term of such office subject to confirmation by the membership at the next district meeting, as per Section 6F of the VDDS bylaws.




Section 4 – QUORUM; TELEPHONE PRESENCE


  1. Twenty-five members present shall constitute a quorum for the transaction of business of the District.


  1. Members and committee members may participate in any meeting by any means of a conference telephone or similar communications equipment, by which all members participating may simultaneously hear each other during the meeting. All persons participating in the meeting must be able to hear each other at the same time. Participation by such means will constitute presence in person at the meeting.



Section 5 – ORDER OF BUSINESS; PARLIAMENTARY AUTHORITY


  1. As otherwise provided in these By-Laws, the parliamentary authority for meetings and elections of the District shall be the current edition of The Standard Code of Parliamentary Procedure – Alice Sturgis.

  2. At all regular meetings of the District, the order of business shall be as determined by Sturgis or as otherwise determined by the Chair President.



Section 6 – ELECTION OF OFFICERS AND OTHER REPRESENTATIVES


At the annual meeting the District, the members shall elect from among the membership by ballot, as necessary, the following officers and representatives:

Elective Officers and Executive Committee


  1. Title: The Principal Officers of the Society shall be:

    1. President

    2. President-elect

    3. Vice President

    4. Secretary

    5. Assistant Secretary

    6. Treasurer

    7. Assistant Treasurer

    8. Editor


  1. Eligibility

    1. Only Active, Retired or Life members shall be eligible to serve as an elective officer. Duties of the Executive Committee Board shall be to conduct the affairs of the District Society as its managing body. In the event of a vacancy of any elected office, it shall by appointment fill the unexpired term, subject to the confirmation by the membership at the next District meeting. It shall confirm Special Committees appointed by the president and shall be responsible for authorization of any unbudgeted expenditures by the treasurer. Six members  A simple majority of the Executive Board

shall constitute a quorum.


  1. Duties and Tenure of Elective Offices

    1. President: The duties and benefits of the office of the President shall include

      1. serve as official representative of this Society in its contacts with governmental, civic, business and professional organizations for the purpose of advancing the objectives and policies of the Society;

      2. to schedule and preside at all Executive Board, General Membership and Annual VDDS Meetings business meetings and shall be ex-officio chairman of the executive committee of the Valley District Dental Society and shall also be an ex-officio member of all committees except the nominating committee;

      3. serve no more than two years in succession and shall serve as a member of the Massachusetts Dental Society House of Delegates;

      4. receive an annual expense allowance of $200.00 and remittance of for annual MDS and VDDS dues;

      5. submit a written report at the Annual Meeting.

      6. appoint committees, task-forces, and other functional groups as needed, as directed by these by-laws and perform all other duties as included in the by-laws. determined by the operations manual of the MDS and VDDS and approved by a quorum of the Executive Board

    2. President-Elect: The duties of the office of President-Elect shall include:

      1. assist the President in the performance of his/her duties as requested;

      2. automatically succeed to the office of President;

      3. shall act as general arrangements chairman for business meetings;

      4. shall act in the absence of the President, and serve as advisory member of all committees;

    3. Vice-President: The duties of the Vice President shall include

      1. assist the president as requested and in the absence of the president and the president-elect;

      2. be prepared to preside at business meetings;

      3. shall not automatically assume succession to the presidency.

    4. Secretary: The duties of the Secretary shall include:

      1. correlate and expedite all correspondence, proceedings and actions of the Valley District Dental Society

      2. give a report at each district business meeting to include the minutes of the previous meeting

      3. serve as the secretary of the Executive Committee Board and member of the Massachusetts Dental Society House of Delegates, and also fulfill all stated requirements by Massachusetts Dental Society:

      4. have the ability to appoint an assistant secretary as necessary

      5. serve as chairman for the nominations committee

      6. have the ability to appoint an Editor to assist with the communications of the MDS and VDDS

      7. serve no more than five consecutive one year terms

      8. receive a an annual expense allowance of $300.00 plus remittance of for annual MDS and VDDS dues

      9. engage (with the Executive committee’s Board’s approval) and direct any office personnel as needed to transact society affairs.

    5. Assistant Secretary: The duties of the Assistant Secretary shall include:

      1. Assist, as needed, to help fulfill the duties of the secretary.


    1. Treasurer: The duties of the Treasurer shall be as follows:

      1. receive and take charge of all funds and other property of the District, making full and detailed report in writing of the financial affairs of the District at the Annual Meeting

      2. serve as chairman of the budget committee which shall be appointed by the president

      3. promptly pay process all due bills within the approved budget of the Valley District Dental Society in accordance with current MDS methodology. All unbudgeted expenditures shall require prior approval by the Executive Committee Board and any unbudgeted expense over

$1000.00 shall require prior approval by the general membership; these approvals shall be by simple majority vote.

      1. be a member of the Massachusetts Dental Society House of Delegates

      2. serve no more than five successive one-year terms

      3. have the ability to appoint an assistant treasurer as necessary

      4. receive a $200.00 expense allowance and remittance of for annual MDS and VDDS dues

      5. In the event of dissolution of the Valley District Dental Society, they shall supervise the assignment of all funds to the Massachusetts Dental Society.

    1. Assistant Treasurer: The duties of the Assistant Treasurer shall be as follows.

      1. assist the Treasurer in the performance of his duties as requested.

    2. Editor: The duties of the Editor shall be as follows:

      1. cooperate with the editor of the Massachusetts Dental Society in editing material presented to the district

      2. serve no more than five consecutive one year terms

      3. serve as a member of the Executive Committee.


    1. Immediate Past President and all Past Presidents of the Valley District Dental Society: The duties of whom shall include:

      1. act to advise the current President

      2. serve as a member of the Executive Committee

      3. assist any of the standing committees as the President may see fit.

    2. Past officers of the Massachusetts Dental Society shall

      1. provide guidance in discussions pertaining to Executive Committee Board affairs as required by the members of the current Executive Board

      2. Be ex-officio non-voting members of the Executive Committee Board at meetings of the Executive Board where their council is requested


  1. Other Elective Officers


    1. Three At-Large Members of the Valley District Dental Society

      1. To be eligible for the position of At-Large, the individual must be an active member of the Valley District Dental Society and have served as an elected or in an appointed leadership position of the VDDS

      2. The term of office shall be three years

      3. The at Large member can serve on other committees

    2. Three at-large members of the Executive Committee:

      1. shall serve no more than three years in succession as members of the Executive Committee. (An attempt should be made by the Nominating Committee to reflect geographical distribution).


    1. Delegates to the Massachusetts Dental Society House of Delegates:

      1. The delegates shall be elected from the VDDS. The number of delegates and term of each delegate as per the MDS guidelines. There shall be five delegates and five alternates to the Massachusetts Dental Society House, one each elected annually for a term of five years. In addition to these five delegates, the Valley District Dental Society delegation to the Massachusetts Dental Society shall also include ex- officio: the President, Secretary, Treasurer and Trustee.

      2. From the elected Delegates, the President shall nominate one delegate to be the senior MDS Delegate from the VDDS.  The senior MDS delegate will be responsible for holding a pre-MDS House of Delegates caucus with a subsequent report to the Executive Board.


    1. Delegate and Alternate Delegate to the American Dental Association:

      1. The trustee shall serve as an American Dental Association delegate or alternate delegate depending on his seniority on the Board of Trustees of the Massachusetts Dental Society. The Region 1 Nominee from the VDDS  for the MDS shall have the ability to serve as the delegate to the ADA


    1. Trustee of the Valley District Dental Society to the MDS

      1. The MDS Trustee of Region 1 composed of the Valley District and the Berkshire District will be elected by the MDS Nominations Committee.

      2. If the MDS trustee is elected from the membership of the Valley, then that member shall serve on the Executive Committee of the VDDS for the duration of their term.  

      3. If the elected Trustee is not a member of the VDDS, then the individual that was nominated from the VDDS for the Trustee position will serve as the liaison between the MDS Trustee and the VDDS. The liaison shall also serve as a member of the VDDS Executive Board


  1. The Executive Committee Board shall consist of the following members:

    1. Eight four elected principal officers (President, President-Elect, Treasurer, Secretary)

    2. Trustee of the District at the Massachusetts Dental Society level, The VDDS nominee for the MDS Region 1 Trustee

    3. The Chair of the Education Committee

    4. The Chair of the Dental Connections Committee

    5. The senior delegate to the MDS

    6. The three elected at Large Members of the VDDS

    7. Three at-large members of the Executive Committee,

    8. Standing Committee and Council Chairmen (See article V)

    9. History and Library Information Services Chair

    10. Other positions to be included in the Executive Committee meetings as ex- officio, non-voting members are as follows:

      1. Past Presidents of the Valley District Dental Society

      2. Past officers of the Massachusetts Dental Society


  1. Removal and/or replacement of Elective officials and Executive Board members

    1. Officer Vacancies:

  1. The President of the district shall appoint with the approval of the Executive Board persons to fill a vacancy in office pending the next District Meeting.

  2. If the President office is vacated for any reason, then the President Elect shall assume the responsibilities of the President on an interim basis until the next general membership meeting in which the matter will be presented for ratification by a simple majority of the members.


    1. Officer Removal Any officer may be removed from office by a two-thirds (2/3) vote of the Executive Board present and voting whenever, in its judgment, the best interest of the district would be served thereby. A vote to remove an officer may also be taken at the District Annual Meeting or at a special session. The officer to be removed and all members present shall be provided with a copy of a statement of reason(s) for removal not less than thirty (30) days in advance of such meeting. The officer to be removed shall have an opportunity to be heard by the members present at the meeting and be represented by counsel or other representative at the accused officer’s expense. In all such actions, the decision of the members present at the meeting shall be final.

 

    1. Officer Suspension Any officer elected may be suspended with cause by a (2/3) vote of the Executive Board or the membership present at a Valley District Dental Society general or annual meeting. Such a vote may be taken at a regular or a special meeting of the Executive Board. At the discretion of the Executive Board, the suspended officer may be required to vacate the office immediately upon such suspension. The suspended officer may be reinstated at the discretion of the Board; if the officer is to be removed, it will be in accordance with the VDDS bylaws Section 6Fb.



Section 7 –BOARD AND COMMITTEES


  1. The Executive Board shall be the managing body of the District vested with full power to conduct all business of the District, subject to these By-Laws.

  1. The Executive CommitteeVDDS President, with the approval of the Executive Board shall appoint the members of all committees of the District (except as otherwise provided in the By-Laws). The Executive Committee Board shall appoint all persons to serve as delegates, alternates, and members of and nominees to, all councils, committees and other similar bodies of MDS and the American Dental Association, whenever afforded the opportunity to do so.


  1. The Executive Committee VDDS President, with the approval of the Executive Board, shall fill all vacancies in any officer positions pending the next annual meeting, except as otherwise provided in these  by Section 6F in the VDDS By-Laws. The Executive Committee shall have the power to create ad hoc committees and to appoint the membership of such committees.


.

  1. Overview:

    1. The Councils and Committees of the VDDS should be mirrored to the Council and Committee Structure of the MDS

    2. The Council and Committee structure may be altered at subsequent MDS meetings and should be addressed by the Constitution and By-Laws Committee as needed.

    3. All Committee or Council Chairs should be prepared to submit written reports to the membership at the Annual Meeting.

    4. The following is a list of the Council and Committees currently in use by the MDS. Groups marked with an asterisk denotes an MDS only Committee.


  1. Council on Access, Prevention and Interprofessional Relations (CAPIR): The Council on Access, Prevention, and Inter-professional Relations is composed of one (1) volunteer dentist to a three (3) year term and not more than two consecutive terms, whose responsibilities are to:

  1. Recommend policies and formulate programs relating to community oral health, including preventive dentistry, fluoridation, and nutritional issues.

  2. Conduct activities to increase access to dental care.

  3. Consider programs and promote dental education that will benefit all populations.

  4. Recommend policies on issues pertaining to the relationship between dental health and overall health.

  5. Chair the two subcommittees of the Council


  1. Standing Committee on Abuse and Neglect: The Standing Committee will be chaired by one (1) volunteer dentist elected to a three (3) year term to Prevent Abuse & Neglect was formed in order to develop information regarding the dental community’s obligation as mandated reporters to report abuse and neglect and to develop educational and informational materials to address this issue.


  1. Standing Committee on Allied Dental Health Professionals: The Standing Committee on Allied Dental Health Professionals will be composed of volunteer dentists whose responsibility is to:

    1. Encourage and develop satisfactory relationships with the various organizations representing dental hygiene, assisting, and laboratory technology.

    2. Conduct studies, make recommendations, and conduct programs, approved by the Council and the Board of Trustees, that will help satisfy statutory requirements for provision of hygiene, assisting, and laboratory services to dentists.

    3. Make recommendations to the Council and the Board of Trustees related to the promotion, training, and availability of allied dental health professionals.


  1. Budget and Fiscal Planning Finance Committee: The Budget & Fiscal Planning Committee is composed of the following volunteer dentists: the Treasurer (Chair), President, Vice President, Assistant Treasurer, Secretary, Assistant Secretary, and three other members appointed annually by the President and ratified by the Executive Board. The primary responsibilities of the committee are to:

    1. Prepare for the membership the annual budget of the Society.

    2. Investigate and recommend to the membership an investment policy or changes in such policy when indicated effecting the financial growth of the Society.

    3. Establish an investment policy for the Society in consultation with the Executive Committee, and to recommend changes in such plan when indicated to affect the financial growth of this plan to benefit the society.

    4. Any changes to dues shall be recommended by the Budget and Finance Committee and the ratified by 2/3 vote a quorum of the general membership at the Annual Meeting

    5. Establish an Investment Subcommittee to assist the Budget and Fiscal Planning Committee in developing recommendations to the Executive Committee on behalf of the membership. This subcommittee shall be formed in accordance with Section 9E of the VDDS bylaws

    6. The Society shall conduct its financial activities in compliance with the guidelines of the Massachusetts Dental Society and subject and subordinate to the requirements of the laws of the Commonwealth of Massachusetts and Section 501(C) (6) of the Internal Revenue Code as amended, and that no such activity, including any described hereinabove, shall be exercised in any manner that is inconsistent with applicable law or would deprive the Massachusetts Dental Society of any exemption from taxes under Section 501(c) (6) of the Internal Revenue Code.


  1. Constitution and Bylaws Committee:  

The President of the District shall appoint a committee as needed to review and update the bylaws of the District.  The Chairperson will be appointed by the President of the District. The committee will review any updates and changes with the Trustee who will coordinate the bylaws with the MDS.  The Constitution & Bylaws Committee is composed of volunteer dentists whose primary responsibilities are to:

    1. Prepare for presentation to the membership all proposed amendments or revisions to the Bylaws of this Society.

    2. Maintain a current copy of the Bylaws and provide an interpretation of the provisions therein upon request.+-



  1. Council on Dental Care and Benefits Programs: The Council on Dental Care and Benefits is composed of one (1) volunteer dentist elected to a three year term (but not more than two consecutive terms) whose primary responsibilities are to:

    1. To formulate and recommend policies relating to the planning, administration, and financing of dental benefit programs.

    2. To study, evaluate, and disseminate information on the planning, administration, and financing of dental benefit programs and provide such assistance to component district societies when indicated.

    3. To provide assistance, guidance, and support to component societies in the development and management of professional or peer review systems.

    4. To encourage the inclusion of dental benefit in health benefit plans and to promote dental benefit plans in accordance with Society policies.

    5. To conduct activities, and formulate and recommend policies concerning the assessment and improvement of the quality of dental care relating to dental benefit plans.


  1. Council on Dental Education: Dental Education Committees   

The Council on Dental Education is Shall be composed of one (1) two (2) subcommittees:  Continuing Education and Dental Connections.  The Subcommittee Chairs will be appointed by the VDDS President with ratification by the Executive Board.Continuing Education Chair elected chair and any number of volunteer dentists whose responsibility is to:  The primary duties of Dental Education Committees of the VDDS are to provide opportunity for CE for the members and auxiliaries as provided for in the statutes governing the practice of said professions in the state of Massachusetts

    1. Continuing Education Subcommittee shall be responsible for:

  1. Study trends and make recommendations concerning formal and continuing education for dentists and dental auxiliaries.

  2. Establish liaison with the Board of Registration in Dentistry relating to licensure, continuing education, and regulatory matters.

  3. Conduct Society-sponsored programs related to maintenance and registry of continuing education credits for dentists

  4. Establish and maintain effective relations with recognized ADA dental specialty organizations and recognized ADA certifying boards for dental auxiliaries.

    1. Dental Connections Subcommittee shall be responsible for:

  1. Study trends and make recommendations concerning formal and continuing education for dental auxiliaries

  2. Establish liaison with the Board of Registration in Dentistry relating to licensure, continuing education, and regulatory matters in regards to dental auxiliaries

  3. Conduct Society-sponsored programs related to maintenance and registry of continuing education credits for dental auxiliaries.

  4. Establish and maintain effective relations with recognized ADA dental specialty organizations and recognized ADA certifying boards for dental auxiliaries.



  1. Council on Dental Practice: The Council on Dental Practice is composed of volunteer dentists whose primary responsibilities are to:

    1. To formulate and recommend policies related to the daily practice of dentistry.

    2. To study, evaluate, and disseminate information concerning various forms of business organization of a dental practice, economic factors related to dental practice, practice management technique, and related current developments regarding dental practice.

    3. To develop educational and other programs to assist dentists in improved practice management and to assist component societies and other organizations in the development of such programs.

    4. To encourage and develop satisfactory relations with organizations representing dental hygienists, dental assistants, and dental laboratory technicians.

    5. To gather, formulate, and disseminate information related to auxiliary utilization, management, and employment practices.

    6. To establish a standing committee on Allied Dental Health Professionals appointed annually by the President and composed of two (2) members of the Council and three (3) at large members of the Society. The President shall also appoint, from a list of nominees provided by the MDHA, MDAA, and DLAM, two (2) advisory members from each of the MDHA, MDAA, and the DLAM. The Chair shall be one of the Council members and shall be nominated by the committee and appointed annually by the President. Advisory Members of the committee will be appointed by the President to serve a three-year term. Each Advisory Member may serve no more than two consecutive terms. Advisory Members’ terms should be staggered so that only three (3) members are appointed or reappointed each year. The Chair, in consultation with the Council Chair and President, may appoint other advisors as necessary. The standing committee shall report to the Council for review of programs and recommendations. Duties of the Allied Health Professionals Committee shall be:

    7. To encourage and develop satisfactory relationships with the various organizations representing dental hygiene, assisting, and laboratory technology.

    8. To monitor the effectiveness of component (district) liaison activities with dental support personnel.

    9. To conduct studies, make recommendations, or conduct programs, approved by the Council and the Board of Trustees, that will help satisfy statutory requirements for provision of hygiene, assisting, and laboratory services to dentists.

    10. To present to the Council and the Board of Trustees candidates for the receipt of special awards or commendations in the field of dental hygiene, assisting, and laboratory technology.

    11. To monitor educational programs in dental hygiene, assisting, and laboratory technology, and to interact with institutions sponsoring such programs.

    12. To make recommendations to the Council and the Board of Trustees related to the promotion, training, and availability of allied dental health professionals.


  1. Dental Health and Wellness Committee: The Dentist Well-Being Committee is composed of at least six volunteer dentists appointed by the President whose responsibility is to:

    1. Develop an effective informational and educational program to aid and assist the dental membership who voluntarily seek out services for a better and improved quality of life at a confidential and peer level.

    2. Provide assistance, education, and information on issues related to dentist’s well- being and substance abuse.


  1. Endorsement Committee*: See MDS By-Laws


  1. Ethics Committee: The Ethics Committee is composed of three (3) volunteer dentists whose responsibilities are:

    1. To investigate applications for district membership

    2. Determine whether there have been violations of the American Dental Association, state or local ethics by member.

    3. Hold hearings to recommend proper discipline if such a violation is evident and transmit such decisions to the Massachusetts Dental Society Committee on Ethics


  1. Council on Membership The Council on Membership is composed of volunteer dentists whose responsibility is to:

  1. Monitor membership trends, particularly among under-represented segments;

  2. Encourage membership involvement throughout organized dentistry;

  3. Support membership activities of component dental societies;

  4. Encourage the development and promotion of member benefits in order to maintain high levels of membership; and,

  5. Support recruitment and membership activities for dental students.


  1. Subcommittee on MDS Website: The Subcommittee on the MDS Web Site is a subcommittee of the Council on Membership, and is composed of volunteer dentists whose responsibility is to:

    1. Oversee current and new projects related to the MDS Web site;

    2. Encourage utilization of the Web site by members and the public;

    3. Monitor new technologies and make recommendations for implementation;

    4. Encourage and support MDS councils, committees, and component dental societies to create content to further the mission of the MDS.


  1. Standing Committee on the New Dentist: The Standing Committee on the New Dentist is composed of volunteer dentists whose primary responsibilities are to:

    1. Assist the Council on Membership in the design and implementation of recruitment and retention programs aimed specifically at new dentists.

    2. Study, identify, and disseminate information regarding the unique needs and concerns of new dentists.

    3. Interact with local, regional, and national committees and commissions having similar interests.

    4. Foster leadership opportunities for new dentists within the organization.


  1. MDS-PAC Representative: The MDS-PAC representative is composed of volunteer dentists whose responsibility is to:

    1. Promote the improvement of the public health and government by encouraging and stimulating dentists and others to take a more active part in governmental affairs.

    2. Encourage dentists and others to become aware of government, the important political issues, and the records of office holders and candidates.

    3. Assist dentists and others in organizing themselves for more effective political action.

    4. Encourage the coordination of efforts on behalf of oral health with the Governmental Affairs Council of the Massachusetts Dental Society.

    5. Raise funds for the aforementioned purposes, and from such funds to make contributions to assist persons in political activities without regard to party affiliation, who by their acts have demonstrated their interest in the public health of the Commonwealth of Massachusetts and the nation.

    6. Take any action necessary or desirable for attainment of the purposes stated above.


  1. Nominations:  The representative of the Council on Nominations shall be elected to a three (3) year term (not more than two consecutive terms) and serve to help to prepare and submit to the Secretary of the Society at least one (1) month prior to the Annual 8Session of the House of Delegates, a ballot for the election of officers.

  2. Nominations Committee

    1. Composition:

  1. The nominations committee shall be six (6) members;

  2. The immediate past president of the VDDS shall serve as the chair of the Nominations Committee for a two (2) year term

  3. five (5) elected members.  The elected members are recommended to have served the VDDS in a leadership position previously. The elected member shall serve a one (1) year term; members may not serve consecutive terms

    1. Duties:

    1. Vette and recommend nominations for the elected officers of the VDDS

    2. Vette and recommend the nomination for the MDS Trustee from the VDDS

    3. Vette and appoint the VDDS representative to the MDS Nominations Committee



  1. Public Affairs: The Council on Public Affairs is composed of one (1) volunteer dentist elected to not more than two consecutive three (3) year terms whose primary responsibilities are to:

  1. To develop communications programs to achieve the goals of the Board of Trustees and that are consistent with the MDS Strategic Plan, including the coordination and oversight of the placement of the various electronic and print media, establish and maintain working relationships with the media, and develop a program that trains Society members to act as spokespersons on issues pertaining to dentistry, oral health, and the profession.

  2. To support initiatives and develop strategies that promote the MDS as an advocate on important issues that benefit dentistry, MDS members, and the public.

  3. To develop and implement legislative strategies with the objective of promoting the advocacy activities of the Society and to influence public policy at all levels of government.

  4. To coordinate and oversee legislative and regulatory affairs, direct lobbying and grassroots initiatives, and formulate proposed legislation to be introduced in each legislative session with the approval of the Board of Trustees.


  1. Standing Committee on Communications: The Standing Committee on Communications is composed of volunteer dentists whose primary responsibilities are to:

    1. To develop communications programs to achieve the goals of the Board of Trustees as forwarded to the council for implementation.

    2. To develop and review communications messages to the public concerning the image of dentistry and the Society.

    3. To identify, recommend, plan, and execute public awareness programs of the Society that educate the public on the value of oral health and position the MDS as the ultimate resource for oral health information.

    4. To support initiatives and develop strategies that promote the MDS as an advocate on important issues that benefits the members and the public.


  1. Standing Committee on Government Affairs: The Standing Committee on Governmental Affairs is composed of one (1) volunteer dentist whose primary responsibilities are to:

  2. History and Library Information Services Committee: The History & Library Information Services Committee is composed of one (1) volunteer dentist elected for not more than five (5) one year terms whose primary responsibilities are to:

  3. Maintain preserve and promote the library of the Valley District

  4. Preserve and extract from the dental archives pertinent information to report to the Valley District Dental Society.


  1. Waiver Review Committee*: See MDS By-Laws


  1. -Standing Committee on Women in Dentistry*: See MDS By-Laws


  1. Special Local VDDS Committees:

    1. Peer Review Committee  :

  1. The Secretary of the District will act as chair for the committee.

  2. The Peer Review Committee shall consist of five members, who shall be elected by the District’s Executive Board. The members chosen shall have been active MDS members for at least 7 years. The Peer Review Committee’s duties shall be those set forth in the Bylaws, guidelines and manuals of operation of the MDS and the American Dental Association.



  1. In addition to the above listed committees, there are also circumstances within the Society in which other committees may be appointed. They are as follows:


    1. Nominating Committee: The nominating committee is elected from the floor at the annual meeting and shall consist of five (5) members elected to a one year term who shall prepare a list of nominations for each elected office to be submitted to the VDDS secretary one month prior the next Annual meeting.


    1. Ad Hoc Committees: The President or the Executive Committee may appoint these committees as needed for the purpose of performing duties not otherwise assigned by the By-laws of the VDDS or the MDS.



Section 8 – REMUNERATION


  1. No officer or committee member shall receive any remuneration for his or her service as an officer or committee member. Notwithstanding the foregoing, committee members and officers may be reimbursed for actual expenses, in accordance with reimbursement policies adopted by the Executive Committee Board and congruent with the policies of the MDS.  


  1. During the annual budget process of the VDDS, stipends to the officers, including ADA, MDS and/or VDDS dues, may be made if approved by the Executive Board then ratified by the membership at the annual meeting.



Section 9 – FINANCES


  1. The Valley District should have an operating capital fund herein known as the General Fund and a Reserve fund, within the Office of the Treasurer.


  1. There shall be a Reserve Fund administered by the Treasurer. The Executive Committee Board is empowered to direct the Treasurer to transfer from the general fund of the District to the Reserve Fund such sums as it deems expedient. The Reserve Fund shall not be drawn upon except at any regular or special meeting of the members by two-thirds vote of those present and voting with notice of such action having been given. The balance of the Reserve Fund shall not be less than 75% of the operating budget for the District. This fund will be invested with a primary goal of preserving the principal balance.


  1. The Chair President or Secretary of the District shall approve all vouchers for District expenditures.All checks shall be signed by the Treasurer or Assistant Treasurer.


  1. All expenditures are to be processed by the MDS.  Requests for dispersements shall be made by the Treasurer and forwarded to the MDS for payment. No funds will be paid directly by the district, only those with an authorized voucher shall be forwarded to the MDS for expenditure.


  1. An Investment Committee, under the direction of the Finance and Budget Committee, will be formed.  Together management of the funds will be assigned to a financial institution that will undertake the fiduciary responsibility for these funds.


  1. The Executive Committee Board may require a bond from the Treasurer and Assistant Treasurer in such amount as the Executive committee may determine.


  1. All funds collected or dispersed shall be processed through the VDDS for the benefit of its members.  Any functions, events, meetings where funds are present or required, the monies will be collected by the VDDS and administered by the Treasurer in accordance with the VDDS bylaws and congruent with MDS policies as not for profit 501(C) organization.  No unauthorized VDDS member may collect or distribute funds.



Section 10 – INDEMNIFICATION OF OFFICERS AND MEMBERS OF COMMITTEES


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


The Valley District Dental Society shall, to the extent legally permissible and only to the extent that the status of the Society as a member of the Massachusetts Dental Society, which is an organization exempt under Section 501(c)(6) of the Internal Revenue Code is not affected thereby, indemnify each of the Trustees, Officers, employees, and other agents of the Society, including persons who serve as Trustees, Officers, employees, and persons who serve at the Society’s or a District Society’s request in such a capacity in another organization in which the Society has an interest or in any capacity with respect to any employee benefit plan (in any and all such cases, hereinafter sometimes referred to as an “Indemnified Person”) against all liabilities, costs, and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by or imposed upon such Indemnified Person in connection with, arising out of, or as a result of the defense or disposition of any claim, action, suit, or other proceeding (whether brought by or in the right of the Society or such other entity or otherwise), whether civil or criminal, or in connection with an appeal relating thereto, in which such person may be or become involved or with which such person may be threatened, as a party or otherwise, by reason of his or her being or having been such an Indemnified Person or by reason of any alleged act taken or omission made by such person in any such capacity, whether or not such person shall be such Trustee, Officer, employee, or other agent at the time any such liability, cost, or expense is incurred by or imposed upon him or her, provided such person shall not have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Society or such other entity, as the case may be, or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan; and in addition, in any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Notwithstanding anything contained in, and without limiting the generality of, the foregoing:

    1. The extent of the rights of indemnification as set forth shall include, without limitation, all liabilities, costs, and expenses of defending, compromising, or settling any such claim, action, suit, or other proceeding, and the satisfaction of any judgment or decree entered or rendered therein, including the payment of fines or penalties imposed in civil or criminal actions or proceedings.

Expenses, including counsel fees, reasonably incurred by any such Trustee, Officer, employee, or other agent in connection with the defense or disposition of any such claim, action, suit, or other proceeding, may be advanced by the Society prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Trustee, Officer, employee, or other agent to repay such amount if such person shall be adjudicated not to be entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6, as now in force or hereafter amended, which undertaking may be accepted without reference to the financial ability of such person to make repayment.

    1. The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that such Indemnified Person did not meet the standards of conduct hereinabove set forth.

    2. No such Indemnified Person shall be entitled to indemnification as a right in connection with any claim, action, suit, or other proceeding which shall have been compromised or settled, by consent decree or otherwise, unless such compromise or settlement shall first have been approved by a vote of the Executive Committee, acting by a quorum of members who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or other proceeding.


In all instances in which indemnification is not available as a matter of right, the Society may in its sole discretion make such indemnification if, but only if:

  1. the Board of Trustees, acting by a quorum consisting of Trustees who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or proceeding, shall find that such Trustee, Officer, employee, or other agent has met the standards of conduct set forth in this section, or


(ii) independent legal counsel shall deliver to the Society their written advice that, in their opinion, such Trustee, Officer, employee, or other agent has met such standards.



Section 11 – AMENDMENTS


  1. These By-Laws may be changed, amended, revised or restated at any meeting of the members of the District by at least a 75% 2/3 vote of the members present voting, provided that the proposed change, amendment, revision or restatement shall have been read or distributed electronically or otherwise to the membership at a previous meeting and published in the notice of the meeting.


  1. A copy of these By-Laws, and amendments as they are made to the bylaws, shall be filed with the MDS Secretary.


Section 12 – PRINCIPLES OF ETHICS

  1. The Principles of Ethic of the American Dental Association as adopted by the MDS shall govern the professional conduct of the members of this District. The District shall have the power to discipline any of its members, subject to the provisions of the MDS By-Laws.



Section 13: ENACTMENT


  1. The bylaws are herewith stated and shall have effect immediately upon adoption, after having been duly read twice and voted. All prior conflicting rules, by-laws and resolutions shall thereupon be null or shall stand repealed. Amendments may be made at any district meeting by majority vote of members present, provided the proposed changes have been read at the previous meeting and published in the notice of the meeting.








 
 

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