BYLAWS FOR SOCIETY FOR COLOR AND APPEARANCE IN DENTISTRY, INC. A TEXAS NONPROFIT CORPORATION
ARTICLE IThese bylaws constitute the code of rules adopted by the Society for Color and Appearance in Dentistry, Inc.(“Corporation”) for the regulation and management of its affairs.
ARTICLE IIPurposeThe purposes for which the Corporation is organized are exclusively charitable within themeaning of the Internal Revenue Service Code, Section 501(c)(3), and the Texas Tax Code, Section11.18, and consist of the following:(1) To promote and foster greater awareness for color and appearance in dentistry;(2) To foster communications and research among dental disciplines, industrial researchers,institutional scientific investigators, clinicians, laboratory technicians and others with aninterest in color and appearance in dentistry;(3) To create and implement educational and training programs on color and appearance fordental professionals and students;(4) To promote the health of the general public through advancement in the art and science ofcolor and appearance in dentistry;(5) To purchase and own such real estate and other property as may be necessary for thepurposes of the Corporation; and(6) For the purposes above granted, to secure donations; to receive, manage, take and hold realand personal property by gift, grant, devise or bequest.
ARTICLE IIIBoard of Directors(1) PowersThe Board of Directors (“Directors”) of this Corporation is vested with the management of thebusiness and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, theCertificate of Formation, and these bylaws.(2) QualificationsDirectorships shall not be denied to any person on the basis of race, creed, sex, religion, or nationalorigin. Directors shall be Active Members as defined by the Certificate of Formation. Employees ofthe Corporation are ineligible to serve on the Board of Directors.(3) Number of DirectorsThe Board of Directors will consist of five (5) Directors as defined by the Certificate of Formation.Upon majority resolution of the Board of Directors, the number of Directors may be increased ordecreased from time to time, but in no event shall a decrease have the effect of shortening the term ofan incumbent Director, or decreasing the total number of Directors to less than the number ofDirectors provided for in the Certificate of Formation. Until the first meeting for electing theDirectors occurs, the initial Board of Directors shall consist of the persons listed in the Certificate ofFormation as constituting the initial Board.(4) Term of DirectorsDirectors shall serve terms as defined in the Certificate of Formation, and may serve consecutiveterms without limit.(5) Election of DirectorsElections for Directors filling expired terms shall be held at the Annual Meeting of the Corporation.Any directorship to be filled by reason of an increase in the number of Directors shall be filled at thenext regular meeting of the Board of Directors or at a special meeting called for that purpose. When are-appointment or replacement is made, the re-appointment or replacement shall be consideredeffective on the date that the prior term expired (i.e., the new term does not begin on the date of theelection). Board members whose terms have expired may continue serving until they are either reappointedor until their successors are chosen.(6) ResignationAny Director may resign at any time by delivering written notice to the Secretary or President of theCorporation. Such resignation shall take effect upon receipt or, if later, at the time specified in thenotice.(7) RemovalAny Director may be removed without cause, at any time, by a majority of the entire Board ofDirectors, at a Regular or Special Meeting called for that purpose. Any Director under considerationof removal must first be notified about the consideration by written notice at least five days prior tothe meeting at which the vote takes place.(8) CompensationDirectors shall not receive any salaries or other compensation for their services, but, by resolution ofthe Board of Directors, may be reimbursed for any actual expenses incurred in the performance oftheir duties for the Corporation, as long as a majority of disinterested Directors approve thereimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of,any Director.
ARTICLE IVCommittees(1) Executive CommitteeThe President, Vice President, Treasurer, Secretary, and Officers-at-Large of the Corporation shallconstitute the executive committee (“Executive Committee”). The Executive Committee shall havethe authority to act on behalf of the Corporation in between Regular Meetings of the Board ofDirectors. The Board of Directors must validate the actions of the Executive Committee at its nextRegular or Special Meeting. Any such action not so validated will not be legally binding on theCorporation. The President shall act as chairperson of the Executive Committee. A majority of theExecutive Committee shall constitute a quorum for the transaction of business, and all decisions shallbe by majority vote of those present.(2) CommitteesThe Board of Directors may from time to time designate and appoint standing or temporarycommittees by majority vote of the Board of Directors. Such committees shall have and exercise suchprescribed authority as is designated by the Board of Directors. The Directors may authorize thesecommittees to exercise any powers, responsibilities, and duties consistent with the Certificate ofFormation and these Bylaws. The Board of Directors shall appoint the Chairperson of eachcommittee, and the Executive Committee shall appoint the other committee members. Each standingcommittee shall have at least one (1) member of the Executive Committee. Employees of theCorporation and any members as defined in the Certificate of Formation may also be appointed toserve as committee members. Committees shall meet upon call of the Board of Directors or the chairof the committee, review the activities of the Corporation in the committee's respective areas, andmake recommendations to the Board of Directors for the Board's final approval. The Chair of eachcommittee shall ensure that minutes of the committee meetings are taken and present a copy of theminutes to the Secretary within the two weeks following the meeting. Committee meetings shall beopen to all members of the Board of Directors and Executive Committee.
ARTICLE VCode of EthicsThe corporation and its Directors and Employees will comply with the Corporation’s Code of Ethics, attachedas Exhibit A.
ARTICLE VIBoard Meetings(1) Place of Board MeetingsRegular and Special Meetings of the Board of Directors will be held at any place that the Presidentmay designate. At the discretion of a majority of the Directors, meetings of the Board of Directorsmay be held by telephone or any other means which enables all participants to communicate witheach other adequately and simultaneously. Directors participating in a meeting by telephone or byany other means of communication are deemed to have attended that meeting.(2) Regular and Special MeetingsRegular meetings of the Board of Directors shall be held as frequently as deemed necessary by theBoard of Directors. An orientation meeting will be held each year for the new members of the Boardof Directors.(3) Notice of Board MeetingsNotice of the date, time, and place of Regular Meetings shall be given to each board member byregular mail, telephone (including voice mail), facsimile, or e-mail no less than seven (7) days noticeprior to the meeting. Notice of the date, time, and place of special meetings shall be given to eachboard member using the same methods, but with no less than three (3) days notice prior to themeeting.(4) Waiver of NoticeAttendance by a Director at any meeting of the Board of Directors for which the Director did notreceive the required notice will constitute a waiver of notice of such meeting unless the Directorobjects at the beginning of the meeting to the transaction of business on the grounds that the meetingwas not lawfully called or convened.(5) QuorumA majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for thepurposes of convening a meeting or conducting business. At Board meetings where a quorum ispresent, a majority vote of the Directors attending shall constitute an act of the Board unless a greaternumber is required by the Certificate of Formation or by any provision of these bylaws.(6) Actions without a MeetingAny action required or permitted to be taken by the Board of Directors under the Texas Non-ProfitCorporation Act, the Certificate of Formation, and these bylaws may be taken without a meeting, ifall of the Directors individually and collectively consent in writing, setting forth the action to betaken. Such written consent shall have the same force and effect as a unanimous vote of the Board.(7) Open MeetingsMeetings are closed to the public, but members, as defined in the Certificate of Formation, may bepermitted to attend, at the sole discretion of a majority of the Board of Directors present at eachmeeting.(8) Proxy Voting Permitted by Executive CommitteeProxy voting may be permitted by the Executive Committee and shall be governed by the rulespromulgated by the Executive Committee as may be amended from time to time.
ARTICLE VIIOfficers(1) Roster of OfficersThe Corporation shall have a President, Vice President, Secretary, Treasurer, and three (3) Officersat-Large, as defined by the Certificate of Formation. One person may hold two or more offices,except those serving as President or Secretary.(2) Election and Removal of OfficersAll officers shall serve terms as defined by the Certificate of Formation. The election shall beconducted by the Board of Directors at the annual meeting of the corporation of the fiscal year andfollowing the election of the new Board of Directors filling expired terms, or as soon as practicalthereafter. Officers shall remain in office until their successors have been selected. Officers mayserve consecutive terms without limit. The election of officers shall be by majority vote of the Boardof Directors attending the meeting.(3) VacanciesIf a vacancy occurs during the term of office for any elected officer, the Board of Directors shall electa new officer to fill the remainder of the term as soon as practical, by majority vote of Directorspresent.(4) Presidenta. The President will supervise and control the affairs of the Corporation and shall exercise suchsupervisory powers as may be given her by the Board of Directors.b. The President will perform all duties incident to such office and such other duties as may beprovided in these bylaws or as may be prescribed from time to time by the Board of Directors.The President shall preside at all board meetings and shall exercise parliamentary control inaccordance with Roberts Rules of Order.c. The President shall serve as an ex-officio member of all standing committees, unless otherwiseprovided by the Board of Directors or these bylaws.d. The President shall, with the advice of the Board of Directors and in accordance with therequirements of these bylaws, set the agenda for each meeting of the Board of Directors.(5) Vice Presidenta. The Vice President shall act in place of the President in the event of the President's absence,inability, or refusal to act, and shall exercise and discharge such other duties as may be requiredby the board.b. The Vice President shall serve as the parliamentarian and interpret any ambiguities of the bylaws.(6) Secretarya. The Secretary will perform all duties incident to the office of Secretary and such other duties asmay be required by law, by the Certificate of Formation, or by these bylaws.b. The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, orcopies thereof, at the principal office of the Corporation.c. The Secretary shall take or ensure that someone takes minutes of all meetings of the committeesand Board of Directors, and shall keep copies of all minutes at the principal office of theCorporation.d. The Secretary shall keep a record of the names and addresses of the Directors at the principaloffice of the Corporation.e. The Secretary shall, with the approval of the Board of Directors, set up procedures for anyelections held by the Corporation. The Secretary shall keep a record of all votes cast in suchelections.f. The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, andrecords of all votes, are made available for inspection by any member of the Board of Directors atthe principal office of the Corporation during regular business hours.g. The Secretary shall see that all notices are duly given in accordance with these bylaws or asrequired by law.h. The Secretary shall see that all books, reports, statements, certificates, and other documents andrecords of the Corporation are properly kept and filed.i. In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect tofulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.(7) Treasurera. The Treasurer will have charge and custody of all funds of the Corporation, will oversee andsupervise the financial business of the Corporation, will render reports and accountings to theDirectors as required by the Board of Directors, and will perform in general all duties incident tothe office of Treasurer and such other duties as may be required by law, by the Certificate ofFormation, or by these bylaws, or which may be assigned from time to time by the Board ofDirectors.b. The Treasurer and the staff of the Corporation shall devise a plan providing for the acceptance anddisbursement of all funds of the Corporation which shall be approved by the Board of Directors.c. The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, andinvestment accounts of the Corporation and deposit all such funds in the name of the Corporationin such accounts.d. The Treasurer's signature shall be the authorized signature for all checking, savings, andinvestment accounts of the Corporation unless the Treasurer, with the approval of the Board ofDirectors, designates another member of the Board of Directors or employee of the Corporation asthe authorized signatory for a particular type of disbursement.e. The Treasurer shall prepare a yearly report for the Board of Directors, providing an accounting ofall transactions and of the financial conditions of the Corporation.f. The Treasurer shall keep all financing records, books, and annual reports of the financial activitiesof the Corporation at the principal office of the Corporation and make them available at therequest of any Director or member of the public during regular business hours for inspection andcopying.(8) Officer-at-Largea. The Officer-at-Lager represents the interests of the members and conducts projects and acceptsduties as assigned by the President and the Board of Directors.b. Conducts projects to further the goals of the Corporation or to develop services for themembership, and serves as chair or member of any committee formed to develop these projects.c. Assists with conference and meeting planning and production.d. Recruits members, promotes industry relationships, and generally promotes the Corporation.
ARTICLE VIIIMembers(1) EligibilityAll members shall be required to complete the membership form prescribed by the ExecutiveCommittee. Applications shall be accompanied by payment of all dues applicable to the membershipbeing applied for by the applicant. All membership classifications are determined by a majorityaffirmative vote of eligible members present and voting at an Annual meeting. Members shall bedivided into four (4) classes:(a) Active Members. Shall comprise persons invited by the Executive Committee orAssociate Members nominated and endorsed by at least three (3) Active Members ingood standing. Unless the Executive Committee has invited an individual to becomean Active Member, applicants shall satisfy the following requirements:i. Have been an Associate Member in good standing with the Corporation for aminimum of three (3) years;ii. Have attended at least two (2) annual meetings since becoming an AssociateMember; andiii. Have made at least one formal presentation at a Corporation meeting or havesubmitted at least one paper accepted for publication in the Corporation’sofficial journal.Active Members shall be eligible to hold office, serve on the Board of Directors, andto vote as defined by the Certificate of Incorporation.(b) Fellows. A Fellowship may be bestowed on any Active Member by majority vote ofthe Board of Directors for such term as the Board of Directors may determine, andshall have the same privilege as any Active Membership. Any 5 (five) ActiveMembers in good standing may petition the Board of Directors in writing to considerbestowment of a Fellows Membership. The Board of Directors shall consider suchpetitions at the first regularly held meeting of the Board of Directors followingreceipt of the petition. Requirements for a Fellows Membership are as follows:i. Have been an Active Member in good standing with the Corporation for aminimum of three (3) years;ii. Have attended at least two (2) annual meetings since becoming an ActiveMember;iii. Have contributed meritorious service to the profession, or have demonstratedexemplary service to the Corporation;iv. Have made at least one formal presentation at a Corporation meeting or haveat least one paper accepted for publication in the Corporation’s officialjournal, since becoming an Active Member.Any Active Member to whom a Fellows Membership is bestowed, shall remain an ActiveMember and retain all rights appertaining to an Active Membership except that a Fellowshall only be required to pay the membership dues and assessments stipulated forFellows.(c) Associate Members. An associate member shall be a person ineligible for any othertype of membership in the Corporation, who contributes to the advancement of thepurposes and objectives of this Corporation, is employed in dental-related education,research or commercial activities associated to color and appearance in dentistry.Associate Members may have other rights as specified by the Executive Committee,subject to the Certificate of Formation and these Bylaws.(d) Corporate Members. Corporate memberships are available to organizationsassociated with color and appearance in dentistry, and support the purposes of theCorporation. The Corporation encourages full involvement and input in theCorporation’s activities by its Corporate Members and emphasizes buildingrelationships with business partners. Corporate members receive the same benefits asAssociate Members, shall be listed on the corporate member profile page, receiveaccess to on-line services; reduced registration fees at conferences; and eligibility toserve on most committees. Corporate members are also recognized on theCorporation’s website. In addition, Corporate Members are eligible to attend andsponsor the Corporation’s conferences. Corporate Members may have other rightsas specified by the Executive Committee, subject to the Certificate of Formation andthese Bylaws.(2) Rights of Active MembersEach Active Member of the Corporation shall be entitled to one vote on each matter submitted by theBoard of Directors to a vote at a Regular or Special Membership meeting, except to the extent thatthe voting rights are limited or denied by the Certificate of Formation. No member shall be entitledto any dividend or any part of the income of the Corporation or to share in the distribution of thecorporate assets upon dissolution. The Board of Directors has the discretion to decide which, if any,matters shall be submitted to the members for a vote, except that the following decisions will alwaysbe submitted to the membership for a vote: dissolution of the corporation, merger or consolidationwith another corporation, sale of substantially all the corporation’s assets, and most amendments tothe corporation’s Certificate of Formation. Members shall be considered in good standing so long asthey meet annual membership requirements including payment of membership dues. Any memberthat fails to meet its obligations, as determined by the Executive Committee shall lose all membershipprivileges until such time as the Executive Committee determines the member has satisfiedmembership requirements.(3) How the Membership can Legally ActThe Active Membership may act only at a properly called meeting of the membership where aquorum is present. At such a meeting, a vote of a majority of the Active Members in attendance shallbe an act of the membership, except that a two-thirds majority of the Active Members in attendanceshall be required for the following: dissolution of the corporation, merger or consolidation withanother corporation, sale of substantially all the corporation’s assets, and most amendments to thecorporation’s articles of. The attendance of four-fifths (4/5) of the Active Members shall constitute aquorum for the conduct of business at either a Regular or Special Membership Meeting. Otherclasses of members may attend regular and special meetings solely at the discretion of a majority ofthe Board of Directors present at said meeting(s).(4) Regular Membership MeetingsThe Membership shall meet at least once a year at the date and time designated by the Board ofDirectors, for the purpose of transacting any business that the Board of Directors may submit to themembers. Regular Membership Meetings shall take place at a location, as determined by thePresident.(5) Notice of Regular Membership MeetingsWritten notice of the Regular Membership Meeting shall be given not less than 10 calendar days normore than 60 calendar days before the date that such a meeting is to be. Such written notice shall bedelivered by mail, in person, or by facsimile, and shall state the place, day, and time of the meeting.The Board of Directors, in the alternative, may provide notice through other means such as byposting notice in a conspicuous place at the principal office of the Corporation, newsletter,newspaper, church bulletins, or such additional means as the Board of Directors shall deem effective.(6) Special Membership MeetingsSpecial Membership Meetings may be called at any time by the President, by a majority of the Boardof Directors, or on written request of two-thirds (2/3) of the Active Members.(7) Notice of Special MeetingsNotice of Special Membership Meetings shall be given in the exact same manner as notice for theAnnual Membership Meeting as provided for above, except that the notice shall contain the purposefor which the meeting is called.(8) Enrollment of MembersThe application form, proscribed by the Executive Committee, shall require the name, address, andtelephone number of each applicant. There shall be a space for the Secretary to sign certifying thatthe Secretary believes the applicant to be eligible for membership. The applicant becomes a memberupon the Secretary’s signature of the application form. The Secretary shall keep an up-to-datemembership list.(9) Membership DuesMembership dues shall be proscribed by the Executive Committee. The Corporation shall managememberships on a calendar year basis. Members admitted on or after July 1, shall pay one-half (1/2)the current year’s dues for the members respective membership. Members changing membershipclassification during the current calendar year shall have their membership dues for currentmembership applied to dues payable for the new membership category.All dues and assessments shall be payable in U.S. currency. Members failing to pay their dues shallforfeit their membership as provided in these bylaws.(10) Wavier of DuesThe Board of Directors may exempt from all or part of the current year’s dues any member who hassuffered severe hardship due to catastrophe, illness, or in active military service(11) NondiscriminationNothing contained in the Bylaws of the Corporation shall operate against eligibility for membershipin the Corporation on the grounds of color, religion, race, sex, age, national origin, politicalaffiliation, or physical disability.(12) ReapplicationAny applicant for membership whose application is denied may reapply one year following the dateon which said rejection becomes final. Each reapplication shall be considered as an initialapplication.(13) Denial and Review of MembershipNothing herein contained shall prevent the Board of Directors from denying or terminatingmembership in any classification, on its own volition and at its sole discretion, to any person whofails to satisfy the requirements for membership, or who would not, through his or her membership,contribute to the purposes of the Corporation as set forth in the Bylaws or in the opinion of the Boardof Directors would adversely affect the reputation of the Corporation. Notwithstanding theforegoing, any application denied membership, or any member whose membership is terminated mayappeal that decision to the Board of Directors. The decision by the Board of Directors, regarding anyappeal, shall be final with no right of appeal.(14) AssessmentsUpon recommendation of the Board of Directors, and approval by a majority of the Active Membersattending a meeting called for such purpose, an assessment may be levied on all Active Members,Fellows Members, Associate Members, and Corporate Members, once in any year in an amount notto exceed the members’ annual dues. The resolution of the Board recommending such an assessmentshall contain a statement of the purpose for the assessment, the categories of membership to beassessed, and the date the assessment shall by due and payable. The funds so obtained from theassessment may be used only for the purpose for which the assessment is made. Any member failingto pay the assessment within sixty (60) days of the due date shall forfeit membership in theCorporation as provided in these Bylaws.
ARTICLE IXRules of ProcedureThe proceedings and business of the Board of Directors shall be governed by Robert's Rules of ParliamentaryProcedure unless otherwise provided herein.
ARTICLE XExecutive DirectorThe Board of Directors may, upon resolution, appoint an Executive Director to serve at the board's discretionand to carry out whatever tasks the board from time to time resolves. The Executive Director may be paid anannual salary set by the Board of Directors. Subject to such supervisory powers as are vested in the Board ofDirectors, the Executive Director shall supervise, direct, and control the business of the Corporation andactively manage its business, and shall have such other powers and duties as may be prescribed by the Boardof Directors or by these bylaws.The Executive Director may engage in negotiations involving commitments of the resources of theCorporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of theCorporation as set out in the Certificate of Formation and these bylaws. The Executive Director shallgenerally be expected to attend all meetings of the Board of Directors and meetings of the generalmembership. In the event an Executive Director is not appointed by the Board of Directors, the Presidentshall concurrently hold the appointment of Executive Director.
ARTICLE XIIndemnification(1) InsuranceThe Corporation will provide indemnification insurance for its Board, officers, members ofcommittees and employees. The Board shall select the amount and limits of such insurance policy.(2) IndemnificationTo the extent permitted by law, any person (and the heirs, executors, and administrators of suchperson) made or threatened to be made a party to any action, suit, or proceeding by reason of the factthat he is or was a Director, Officer, or member of a committee of the Corporation shall beindemnified by the Corporation against any and all liability and the reasonable expenses, includingattorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) inconnection with the defense or settlement of such action, suit, or proceeding, or in connection withany appearance therein.(3) Limits on IndemnificationNotwithstanding the above, the corporation will indemnify a person only if he acted in good faith andreasonably believed that his conduct was in the corporation’s best interests. In the case of a criminalproceeding, the person may be indemnified only if he had no reasonable cause to believe his conductwas unlawful.
ARTICLE XIIOperations(1) Execution of DocumentsUnless specifically authorized by the Board of Directors or as otherwise required by law, all finalcontracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in thename of and on behalf of the Corporation shall be signed and executed by the Executive Director andthe President (or such other person designated by the Board of Directors), pursuant to the generalauthorization of the Board. All conveyances of land by deed shall be signed by the President or twoother members of the Executive Committee and must be approved by a resolution of the Board ofDirectors.(2) Disbursement of FundsFinancial transactions which have a value of five-thousand dollars ($5,000) or more shall requiremajority approval of the Board of Directors or Executive Committee if a majority of the Board ofDirectors is not immediately available to vote on the transaction. In all other transactions, theExecutive Director may dispense with the funds of the Corporation in accordance with the annualbudget approved by the Board of Directors and the purposes of the Corporation as set out in theCertificate of Formation and these bylaws. Notwithstanding the above, all checks of more than onethousand-five-hundred dollars ($1,500) disbursing funds from any of the Corporation’s accountsshall require the signatures of at least two of the following: the Executive Director, President, VicePresident, Secretary, or Treasurer.(3) Procurement PolicyThe Corporation shall abide by its procurement policy, set forth in Exhibit B.(4) RecordsThe Corporation will keep correct and complete records of account and will also keep minutes of theproceedings of the Board meetings and Committees. The Corporation will keep at its principal placeof business the original or a copy of its bylaws, including amendments to date certified by theSecretary of the Corporation and a membership roster giving the names and addresses of members.(5) Inspection of Books and RecordsAll books and records of this Corporation may be inspected by any Director or Active Member upon30 days notice, as defined herein and in the Certificate of Formation, for any purpose at anyreasonable time on written demand.(6) Loans to Management, Directors, Officers, or EmployeesThe Corporation will make no loans, whether monetary or a use of the corporation’s personal or realproperty, to any of its Directors, Officers, Executive Director, or employees.(7) AmendmentsActive Members, as defined in the Certificate of Formation, must vote on all amendments to theCertificate of Formation. The bylaws may be amended at any time by a vote of the majority ofDirectors at a meeting where a quorum is present.(8) Fiscal YearThe fiscal year for the Corporation will be the calendar year, January 1 to December 31.(9) AuditThe Corporation shall have annual compilations of its financial statements prepared by March 30 ofeach year for the previous fiscal year, and no audit shall be required.(10) Official LanguageThe official language of the Corporation shall be English, as is commonly used and understood in theUnited States of America. The Corporation may, at the sole discretion of the Board of Directors,conduct activities and translate all communications to other languages. All minutes and officialdocuments and communiqués of the Corporation shall be in English as defined herein[Signature page with certification by Secretary follows]CERTIFICATIONI hereby certify that these bylaws were adopted by the Board of Directors of the Society for Color andAppearance in Dentistry, Inc. by unanimous written consent of the Board of Directors in lieu of meeting onAugust _____, 2008.___________________________________William Browning, SecretaryEXHIBIT ‘A’CODE OF ETHICSCode of EthicsforSociety for Color and Appearance in Dentistry, Inc.
A. Personal and Professional Integrity. All staff, board members, and volunteers of the Corporation willact with honesty, integrity, and openness in all their dealings as representatives of the organization. TheCorporation promotes a working environment that values respect, fairness, and integrity.B. Mission. The Corporation has a clearly stated mission and purpose, approved by the board ofdirectors, in pursuit of the public good. All of its programs support that mission and all who work for oron behalf of the Corporation understand and are loyal to that mission and purpose. The mission isresponsive to the constituency and communities served by the Corporation and of value to the society atlarge.C. Governance. The Corporation has an active governing body that is responsible for setting the missionand strategic direction of the organization and oversight of the finances, operations, and policies of theorganization. The governing body:1. Ensures that its board members or trustees have the requisite skills and experience tocarry out their duties and that all members understand and fulfill their governanceduties acting for the benefit of the Corporation and its public purpose;2. Has a conflict of interest policy that ensures that any conflicts of interest or theappearance thereof are avoided or appropriately managed through disclosure, recusalor other means; and3. Is responsible for the hiring, firing, and regular review of the performance of anypersons acting as agents of the organization, and ensures that if compensated thecompensation is reasonable and appropriate;4. Ensures that agents provide the governing body with timely and comprehensiveinformation so that the governing body can effectively carry out its duties;5. Ensures that the Corporation conducts all transactions and dealings with integrity andhonesty;6. Ensures that the Corporation promotes working relationships with board members,staff, volunteers, and program beneficiaries that are based on mutual respect, fairnessand openness;7. Ensures that the Corporation is fair and inclusive in its hiring and promotion policiesand practices for all board, staff and volunteer positions;8. Ensures that policies of the Corporation are in writing, clearly articulated and officiallyadopted;9. Ensures that the resources of the Corporation are responsibly and prudently managed;and10. Ensures that the Corporation has the capacity to carry out its programs effectively.D. Legal Compliance. The Corporation is knowledgeable of and complies with all laws, regulations, andapplicable international conventions.E. Responsible Stewardship. The Corporation manages its funds responsibly and prudently, whichincludes the following considerations:1. It spends its annual budget on programs in pursuance of its mission;2. It spends an adequate amount on administrative expenses to ensure effectiveaccounting systems, internal controls, competent staff, and other expenditures criticalto professional management;3. If it retains agents, such agents shall be compensated, reasonably and appropriately;4. Will not accumulate operating funds excessively;5. Ensures that all spending practices and policies are fair, reasonable and appropriate tofulfill the mission of the organization; and6. All financial reports are factually accurate and complete in all material respects.F. Openness and Disclosure. The Corporation provides comprehensive and timely information to thepublic, the media, and its membership and is responsive in a timely manner to reasonable requests forinformation. All information about the organization will fully and honestly reflect the policies andpractices of the organization. Basic informational data about the organization, such as the Form 990, willbe posted on the organization's website or otherwise available to the public. All solicitation materialsaccurately represent the organization's policies and practices and will reflect the dignity of programbeneficiaries. All financial, organizational, and program reports will be complete and accurate in allmaterial respects.G. Program Evaluation. The organization regularly reviews program effectiveness and has mechanismsto incorporate lessons learned into future programs. The organization is committed to improving programand organizational effectiveness and develops mechanisms to promote learning from its activities and thefield. The organization is responsive to changes in its field of activity and is responsive to the needs of itsconstituencies.H. Inclusiveness and Diversity. The Corporation has a policy of promoting inclusiveness and its agents,board and volunteers reflect diversity in order to enrich its programmatic effectiveness. The organizationtakes meaningful steps to promote inclusiveness in its hiring, retention, promotion, board recruitment, andconstituencies served.I. Fundraising. The Corporation shall be truthful in its solicitation materials. It shall respect the privacyconcerns of individual donors and expend funds consistent with donor intent, if so desired by a donor.The Corporation shall disclose important and relevant information to potential donors.EXHIBIT ‘B’PROCUREMENT POLICYProcurement PolicyforSociety for Color and Appearance in Dentistry, Inc.1. Purpose of procurement standards. The purpose of these standards is to establish proceduresfor the Corporation for the procurement of supplies and other expendable property, equipment, realproperty and other services.2. Code of conduct. No employee, officer, or agent shall participate in the selection, award, oradministration of a contract if a real or apparent conflict of interest would be involved. Such a conflictwould arise when the employee, officer, or agent, any member of his or her immediate family, his or herpartner, or an organization which employs or is about to employ any of the parties indicated herein, has afinancial or other interest in the firm selected for an award. The officers, employees, and agents of theCorporation shall neither solicit nor accept gratuities, favors, or anything of monetary value fromcontractors, or parties to subagreements except for where the financial interest is not substantial or the giftis an unsolicited item of nominal value. Members of the Corporation's board of directors shall complywith all relevant fiduciary duties, including those governing conflicts of interest, when they vote uponmatters related to procurement contracts in which they have a direct or indirect financial or personalinterest. Officers, employees, directors, and agents of the Corporation shall be subject to disciplinaryactions for violations of these standards.3. Competition. All procurement transactions shall be conducted in a manner to provide, to themaximum extent practical, open and free competition. The Corporation shall be alert to organizationalconflicts of interest as well as noncompetitive practices among contractors that may restrict or eliminatecompetition or otherwise restrain trade. In order to ensure objective contractor performance and eliminateunfair competitive advantage, contractors that develop or draft specifications, requirements, statements ofwork, invitations for bids and/or requests for proposals shall be excluded from competing for suchprocurements. Awards shall be made to the bidder or offeror whose bid or offer is responsive to thesolicitation and is most advantageous to the Corporation, price, quality and other factors considered.Solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for thebid or offer to be evaluated by the Corporation. Any and all bids or offers may be rejected when it is inthe Corporation's interest to do so. In all procuement the Corporation shall avoid practices that arerestrictive of competition. These include but are not limited to:(a) Placing unreasonable requirements on firms in order for them to qualify to do business,(b) Requiring unnecessary experience and excessive bonding,(c) Noncompetitive pricing practices between firms or between affiliated companies,(d) Noncompetitive awards to consultants that are on retainer contracts,(e) Organizational conflicts of interest,(f) Specifying only a brand name product instead of allowing an equal product to be offeredand describing the performance of other relevant requirements of the procurement, and(g) Any arbitrary action in the procurement process.4. Methods of Procurement to be followed:(a) Procurement by small purchase procedures. Small purchase procedures are thoserelatively simple and informal procurement methods for securing services, supplies, or otherproperty that do not cost more than the "Simplified Acquisition Threshold" fixed at 41 U.S.C.403(11) (currently set at $100,000) and where procurement by sealed bid is not required. If smallpurchase procedures are used, price or rate quotations shall be obtained from an adequate numberof qualified sources to insure that the selection process is competitive in accordance with thesepolicies.(b) Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firmfixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid,conforming with all the material terms and conditions of the invitation for bids, and is the lowestin price.(i) The sealed bid method is the preferred method for procuring construction if thefollowing conditions are present:(A) A complete, adequate, and realistic specification or purchase descriptionis available;(B) Two or more responsible bidders are willing and able to competeeffectively and for the business; and(C) The procurement lends itself to a firm fixed price contract and theselection of the successful bidder can be made principally on the basis of price.(ii) If sealed bids are used, the following requirements apply:(A) The invitation for bids will be publicly advertised and bids shall besolicited from an adequate number of known suppliers, providing them sufficienttime prior to the date set for opening the bids;(B) The invitation for bids, which will include any specifications andpertinent attachments, shall define the items or services in order for the bidder toproperly respond;(C) All bids will be publicly opened at the time and place prescribed in theinvitation for bids;(D) A firm fixed-price contract award will be made in writing to the lowestresponsive and responsible bidder. Where specified in bidding documents,factors such as discounts, transportation cost, and life cycle costs shall beconsidered in determining which bid is lowest. Payment discounts will only beused to determine the low bid when prior experience indicates that suchdiscounts are usually taken advantage of; and(E) Any or all bids may be rejected if there is a sound documented reason.(c) Procurement by competitive proposals. The technique of competitive proposals isnormally conducted with more than one source submitting an offer, and either a fixed-price orcost-reimbursement type contract is awarded. It is generally used when conditions are notappropriate for the use of sealed bids or small purchase procedures. If this method is used, thefollowing requirements apply:(i) Requests for proposals will be publicized and identify all evaluation factors andtheir relative importance. Any response to publicized requests for proposals shall behonored to the maximum extent practical;(ii) Proposals will be solicited from an adequate number of qualified sources;(iii) The Corporation shall evaluate responses to its solicitations and select awardeesin accordance the procedures outlined in section 5 below ("Procurement Procedures");(iv) Awards will be made to the responsible firm whose proposal is mostadvantageous to the Corporation with price and other factors considered; and(v) The Corporation may use the competitive proposal procedures for qualificationsbasedprocurement of architectural/engineering (A/E) professional services wherebycompetitors' qualifications are evaluated and the most qualified competitor is selected,subject to negotiation of fair and reasonable compensation. A procurement process whereprice is not to be used as a stated selection factor can only be used in procurement of A/Eprofessional services. It cannot be used to purchase other types of although A/E firms area potential source to perform the proposed effort.(d) Procurement by noncompetitive proposals is procurement through solicitation of aproposal from only one source, or after solicitation of a number of sources, competition isdetermined inadequate.5. Procurement procedures.(a) All procurement by the Corporation shall comply, at a minimum, with the therequirements of subsections (i), (ii), and (iii) below:(i) the Corporation avoid purchasing unnecessary items.(ii) Where appropriate, an analysis is made of lease and purchase alternatives todetermine which would be the most economical and practical procurement.(iii) Solicitations for goods and services provide for all of the following.(A) A clear and accurate description of the technical requirements for thematerial, product or service to be procured. In competitive procurements, such adescription shall not contain features which unduly restrict competition.(B) Requirements which must be fulfill and all other factors to be used inevaluating proposal submitted in response to solicitations .(C) A description, whenever practicable, of technical requirements in termsof functions to be performed or performance required, including the range ofacceptable characteristics or minimum acceptable standards.(D) When relevant, the specific features of "brand name or equal"descriptions that are to be included in responses submitted to solicitation.(E) The acceptance, to the extent practicable and economically feasible, ofproducts and services dimensioned in the metric system of measurement.(F) Preference, to the extent practicable and economically feasible, forproducts and services that conserve natural resources and protect the environmentand are energy efficient.(b) The Corporation shall make commercially reasonable attempts to utilize small businesses,minority-owned firms, and women's business enterprises.(c) The type of procuring instruments used (e.g., fixed price contracts, cost reimbursablecontracts, purchase orders, and incentive contracts) shall be determined by the Corporation butshall be appropriate for the particular procurement and for promoting the best interest of theprogram or project involved. The "cost-plus-a-percentage-of- cost" or "percentage of constructioncost" methods of contracting shall not be used.(d) Contracts shall be made only with responsible contractors who possess the potentialability to perform successfully under the terms and conditions of the proposed procurement.Consideration shall be given to such matters as contractor integrity, record of past performance,financial and technical resources or accessibility to other necessary resources.6. Cost and price analysis. Some form of cost or price analysis shall be made and documented inthe procurement files in connection with every procurement action above $500 in value. Price analysismay be accomplished in various ways, including the comparison of price quotations submitted, marketprices and similar indicia, together with discounts. Cost analysis is the review and evaluation of eachelement of cost to determine reasonableness, allocability and allowability.6. Procurement records - Procurement records and files for purchases in excess of the smallpurchase threshold as fixed at 41 U.S.C. 403(11) (currently $25,000) shall include the following at aminimum: (a) basis for contractor selection, (b) justification for lack of competition when competitivebids or offers are not obtained, and (c) basis for award cost or price.7. Contract administration. A system for contract administration shall be maintained to ensurecontractor conformance with the terms, conditions and specifications of the contract and to ensureadequate and timely follow up of all purchases. The Corporation shall evaluate contractor performanceand document, as appropriate, whether contractors have met the terms, conditions and specifications ofthe contract.8. Contract provisions. The Corporation shall include, in addition to provisions to define a soundand complete agreement, the following provisions in all contracts. The following provisions shall also beapplied to subcontracts.(a) Contracts in excess of the Simplified Acquisition Threshold shall contain contractualprovisions or conditions that allow for administrative, contractual, or legal remedies in instancesin which a contractor violates or breaches the contract terms, and provide for such remedialactions as may be appropriate.(b) All contracts in excess of the Simplified Acquisition Threshold shall contain suitableprovisions for termination by the Corporation, including the manner by which termination shallbe effected and the basis for settlement. In addition, such contracts shall describe conditionsunder which the contract may be terminated for default as well as conditions where the contractmay be terminated because of circumstances beyond the control of the contractor.(c) For contracts dealing with construction or facility improvements the Corporation shallcomply with all requirements imposed by its funding sources (and the government regulationsapplicable to those funding sources) with regard to construction bid guarantees, performancebonds, and payment bonds.(d) All negotiated contracts (except those for less than the Simplified Acquisition Threshold)awarded by the Corporation shall include a provision to the effect that the Corporation shall haveaccess to any books, documents, papers and records of the contractor which are directly pertinentto a specific program for the purpose of making audits, examinations, excerpts and transcriptions.(e) All contracts, including small purchases, awarded by the Corporation and theircontractors shall contain the following procurement provisions as applicable.(i). Equal Employment Opportunity - All contracts, when funded in whole or part bymonies derived from the Federal government (either directly or indirectly), shall contain aprovision requiring compliance with E.O. 11246, "Equal Employment Opportunity," asamended by E.O. 11375, "Amending Executive Order 11246 Relating to EqualEmployment Opportunity," and as supplemented by regulations at 41 CFR part 60,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity,Department of Labor."(ii). Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c) - Allcontracts in excess of $2000 for construction or repair, when funded in whole or part bymonies derived from the Federal government (either directly or indirectly) shall include aprovision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), assupplemented by Department of Labor regulations (29 CFR part 3, "Contractors andSubcontractors on Public Building or Public Work Financed in Whole or in Part by Loansor Grants from the United States"). The Act provides that each contractor or subrecipientshall be prohibited from inducing, by any means, any person employed in theconstruction, completion, or repair of public work, to give up any part of thecompensation to which he is otherwise entitled. The recipient shall report all suspected orreported violations to the Federal awarding agency.(iii). Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7) - When required byFederal program legislation, all construction contracts awarded by the recipients andsubrecipients of more than $2000 shall include a provision for compliance with theDavis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Laborregulations (29 CFR part 5, "Labor Standards Provisions Applicable to ContractsGoverning Federally Financed and Assisted Construction"). Under this Act, contractorsshall be required to pay wages to laborers and mechanics at a rate not less than theminimum wages specified in a wage determination made by the Secretary of Labor. Inaddition, contractors shall be required to pay wages not less than once a week. Therecipient shall place a copy of the current prevailing wage determination issued by theDepartment of Labor in each solicitation and the award of a contract shall be conditionedupon the acceptance of the wage determination. The recipient shall report all suspected orreported violations to the Federal awarding agency.(iv). Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) - Allcontracts in excess of $2000 for construction contracts and in excess of $2500 for othercontracts that involve the employment of mechanics or laborers, when funded in whole orpart by monies derived from the Federal government (either directly or indirectly), shallinclude a provision for compliance with Sections 102 and 107 of the Contract WorkHours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department ofLabor regulations (29 CFR part 5).(v). Rights to Inventions Made Under a Contract or Agreement - Contracts oragreements for the performance of experimental, developmental, or research work, whenfunded in whole or part by monies derived from the Federal government (either directlyor indirectly), shall provide for the rights of the Federal Government and the recipient inany resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Madeby Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements," and any implementing regulations issued by theawarding agency.(vi). Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution ControlAct (33 U.S.C. 1251 et seq.), as amended - Contracts and subgrants of amounts in excessof $100,000, when funded in whole or part by monies derived from the Federalgovernment (either directly or indirectly), shall contain a provision that requires therecipient to agree to comply with all applicable standards, orders or regulations issuedpursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water PollutionControl Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to theFederal awarding agency and the Regional Office of the Environmental ProtectionAgency (EPA).(vii). Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - Contracts for an amountabove $100,000, when funded in whole or part by monies derived from the Federalgovernment (either directly or indirectly), shall include a certification by the contractingparties that they have not and will not use Federal appropriated funds to pay any personor organization for influencing or attempting to influence an officer or employee of anyagency, a member of Congress, officer or employee of Congress, or an employee of amember of Congress in connection with obtaining any Federal contract, grant or anyother award covered by 31 U.S.C. 1352. and to further require disclosure of any lobbyingwith non-Federal funds that takes place in connection with obtaining any Federal award.