WEST VIRGINIA DENTAL HYGIENISTS' ASSOCIATION, INC.
Bylaws in Accordance with the American Dental Hygienists’ Association
REFORMATTED September 2009, Updated July 2021
TITLE AND DEFINITION
Section 1. Name. The name of this organization is the WEST VIRGINIA DENTAL HYGIENISTS' ASSOCIATION, hereinafter referred to as the "the Association, "this Association", or WVDHA, a West Virginia not-for-profit corporation organized May 1938.
Section 2. Purpose. In addition to the purposes set forth in the Association’s Articles of Incorporation, as may be amended, the purposes of the Association are to:
To cultivate, promote, and sustain the art and science of dental hygiene
To represent and safeguard the common interest of the members of the dental hygiene profession.
To contribute toward the improvement of the health of the public.
To contribute toward the advancement of dental hygiene education. and to conduct other activities as may be permitted by the State of West Virginia to carry out the purposes of this Association.
Section 3. Mission. The mission of the West Virginia Dental Hygienists’ Association is to advance the art and
science of dental hygiene by increasing the awareness of and ensuring access to quality oral health care,
promoting the highest standards of dental hygiene education, licensure and practice, and representing and
promoting the interest of dental hygienists. (this is taken from our constitution 1996)
Section 4. Offices. The Association shall have and continuously maintain in the State of West Virginia a
Section 1. Membership Qualifications. Membership may be granted to any individual who: (1) meets the
criteria set forth for each category of membership in the Association; (2) shares interest in and supports the
purposes of the Association; (3) abides by these Bylaws, the Association’s Code of Ethics for Dental Hygienists,
and such other policies, rules, and regulations as the Association may adopt. Only the voting and non-voting
membership must be identical to ADHA, with the exception of Life Membership. The constituent should be
notified of a member’s resignation. Constituents may establish the amount of dues.
The membership of the Association shall be composed of the following
A. Voting Members
1. Professional Members. Professional membership may be granted to any individual who (1) has earned a
certificate or professional degree in dental hygiene granted by an accredited school of dental hygiene; (2)
has been licensed to practice dental hygiene in any one of the states, districts, territories or dependencies of the United States; and is a member in good standing of this Association and a component, if such exists,
where he/she resides, practices, or is licensed (3) agrees to maintain membership in Constituent as well as
Component (if such exists where the member is licensed, practices or resides).
Retired/Senior Status. Active members who have reached the full retirement age as set by the Social
Security Administration have either been an Active member of the Association for an aggregate total of
thirty (30) years, or twenty-five (25) consecutive years may apply or Retired/Senior Status.
a. Members with Disabilities. Active members who are unable to work due to a verified disability
may apply for Disabled Status. All such applications must be verified by such member’s
Constituent and/or Component and must be accompanied by proof of eligibility each year.
b. Life Members. Life membership may be granted to any dental hygienist who has contributed
significantly to the advancement of the West Virginia Dental Hygienists’ Association who is
elected by two-thirds (2/3) majority vote of the members.
B. Non-voting members
International Members. International membership may be granted to any individual who (1) resides outside of the United States; and (2) holds a valid license to practice as a dental hygienist.
Student Members. Student membership may be granted to any student (1) currently enrolled in an
accredited dental hygiene program; or (2) who has graduated from an accredited dental hygiene
program and is currently pursuing a baccalaureate or graduate degree complementary to a career n
dental hygiene in an accredited college or institution of higher education.
Supporting Members. Supporting membership may be granted to any licensed dental hygienist who (1) is not employed in a dental hygiene-related career; and (2) agrees to maintain membership in a Constituent as well as a Component (is such exists where the member is licensed or resides).
Honorary Members. Honorary membership may be granted to any individual who (1) is not a dental hygienist; (2) has made outstanding contributions to dental hygiene or dental health; and (3) has been nominated by the Executive Board
a. Allied Members. Allied membership may be granted to any individual who supports the
purposes and mission of the Association and who is not otherwise qualified for any other class
b. Corporate Members. Corporate membership may be granted to any corporation, partnership,
institution or organization that supports the Association’s mission.
Section 3 Rights and Duties
A. All members shall be entitled to attend the member meetings and social functions of the
B. Only voting members may vote for officers, hold office in the Association, its constituents and
C. No individual member of the Association shall have the right to vote, without limitation, on the
amendment of the Association’s Articles of Incorporation, the merger or dissolution of the
Association, or the amendment of its Bylaws.
D. Voting and Supporting members must be members of both the Constituent and Component (if such
exists where the member is licensed, practices or resides.)
E. Delegates and alternate delegates are expected to attend the District III annual session, the ADHA
annual House of Delegates meetings and caucuses.
Section 4. Disciplinary Action/Termination of Membership
a. Grounds for Discipline. The Association may discipline a member for any of the following reasons:
Failure to comply with these Bylaws, the Association’s Code of Ethics for Dental Hygienists, or any other rules or regulations of the Association.
Conviction of a felony or a crime related to, or arising out of, the practice of dental hygiene or involving moral turpitude.
Suspension, revocation, or forfeiture by any state, province, or country of the member’s right to practice as a dental hygienist.
Unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of the Association.
b. Procedures. Discipline may include, but not be limited to, censure, suspension, probation and expulsion.
Disciplinary action may be taken provided that a statement of the charges shall have been sent by certified
mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken.
This statement shall be accompanied by a notice of the time and place of the meeting at which the charges
shall be considered, and the member shall have the opportunity to appear in person and/or be represented by counsel and to present any defense to such charges before action is taken by the Association. Such
disciplinary actions shall be conducted in accordance with procedures established by the West Virginia
Dental Hygienists’ Association.
c. Non-payment of Dues. The membership of any member who is in default of payment of dues or
assessments for more than three (3) months, ceases to be a member of the Constituent, Component,
or other organization required for membership in the Association, or otherwise becomes ineligible
for membership, shall be terminated automatically, according to such rules or procedures the
Executive Board shall establish.
Section 5 Reinstatement. Members who have resigned or whose membership has been terminated for non-
payment of dues or assessments may be reinstated upon (1) payment of dues and any assessments;
(2) application to the appropriate Constituent or to the Executive Board; and (3) meeting such additional
terms and conditions as may be established by the Executive Board.
Dues and Assessments
The initial and annual dues for all members of the Association, and the time for paying such dues and other assessments, if any, shall be determined by the WVDHA executive board. Under special circumstances, the West Virginia Dental Hygienists’, or its designee(s), may waive or reduce the annual dues and/or assessments for any member.
Membership and Meetings
Section 1. Annual Meeting. An annual meeting of the voting members of the Association shall be held
at such time and place determined by the WVDHA Executive Board.
Section 2. Special Meetings. Special Meetings of the voting members of the Association may be called
at the request of two-thirds (2/3) of the Association’s voting members. The time and place for holding
special meetings shall be determined by the WVDHA Executive Board.
Section 4. Notice. Notice of any annual or special meeting of the voting members shall state the time,
date, place and purpose of the meeting and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.
Section 5. Quorum. Ten percent (10%) of the voting members of the Association; constitute a quorum for the
transaction of business at any duly called meeting of the voting members, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further
notice. In WV, a quorum is assumed unless questioned.
Section 6. Manner of Acting. The act of a majority or more of the voting members present at a duly
called meeting at which a quorum is present shall be the act of the members, unless the act of a
greater number is required by law, Articles of Incorporation, or these Bylaws.
Section 7. Mail Vote. Voting by mail or electronic means shall be permitted to the full extent allowed
by the state of West Virginia, as may be amended. A mail or electronic vote may be called by the WVDHA
Section 1. Officers. The officers of the Association shall be a President, President-Elect, Vice President,
Treasurer, Immediate Past President, Secretary and component Trustees. The office of Treasurer will work in conjunction with the Secretary.
Section 2. President. The President shall be the principal elected officer of the Association and shall, in
general, supervise all of the business affairs of the Association, subject to the direction and control of the
Executive Board as necessary regarding the business of the Association. The President shall be a member,
without vote, of all councils and committees, except as otherwise provided by these Bylaws. The President
shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed by the Board. The President shall succeed to the office of Immediate Past President upon
expiration of the President’s term of office. The President shall fill any vacancies in membership of the board.
To appoint Chairman delegate and alternate delegate.
To serve as liaison with all allied health professions.
To maintain correspondence with the ADHA, ADHA committees and the District III Trustee.
To prepare the agenda for all official sessions, Executive Board meetings via conference call or in person and General Assembly sessions.
To serve as Alternate Delegate to the ADHA Annual Session or appoint a person to serve
in the capacity of Alternate Delegate. In the event there is only one WV Delegate or serve as Delegate in the event there are two (2) WV Delegates or appoint another person to serve as Delegate. Provide and review copies of WVDHA by-laws to the executive board on a yearly basis. The delegate/s and the alternate delegate/s are required to attend District III meetings and caucuses in preparation for the ADHA Annual Session. Any WVDHA member can be appointed delegate to the Annual Session. Continuity of experience is recommended.
To complete all ADHA assignments/reports/surveys by specified deadline.
To answer all ADHA correspondence in a timely manner.
Section 3. President-Elect. The President-Elect shall assist the President and shall substitute for the President
when required. The President-Elect shall be a member, without vote, of all councils and committees, except
otherwise provided by these Bylaws. The President-Elect shall, in general, perform all duties customarily
incident to the office of President-Elect and such other duties as may be prescribed by the Board. The
President-Elect shall succeed to the office of President upon expiration of the President’s term of office, and in the event of the death, resignation, removal, or incapacity of the President. The President-Elect shall also serve as the Membership Chair, responsible for overseeing the current number of members and dropped members as well as being involved with member recruitment and retention. The Membership Chair will follow guidance from District III trustee as well as ADHA on membership initiatives, as necessary.
Section 4. Vice President. The Vice President shall have such duties as may be assigned by the President of the Board. The Vice President does not automatically succeed to President Elect.
To serve as the official meeting and Continuing Education Program Chairman.
To assume the responsibility of announcing all meetings and continuing education events.
To invite guests, speakers and vendors to all official sessions.
To create marketing information such as speaker bio-data, jpeg headshots of speakers, course topic, and event itinerary, for posting on website/email announcements and speaker introductions.
To coordinate with Treasurer honorarium/gifts/gift cards and thank you cards for speakers and or guests.
To coordinated with Treasurer, venue arrangements for all official sessions including payment, BEO (Banquet Event Order) review, vendor agreements/fees, speaker agreements/fees, registration fee structure and PayPal. Finalize BEO with venue staff.
Section 5. Treasurer. The Treasurer shall be the principal financial officer of the Association and shall have
charge of and be responsible for the maintenance of adequate books of account for the Association; shall have charge and custody of all funds and securities of the Association, and be responsible therefore, and for the
receipt and disbursement thereof; shall deposit all funds and securities of the Association in such banks, trust
companies or other depositories as shall be selected in accordance with the provisions of these Bylaws. The
duties of the Treasurer may be assigned by the Board.
To submit a proposed budget for the fiscal year July 1-June 30.
To reimburse members for expenses incurred during the performance of duties for the benefit of the Association as soon as possible.
To coordinate with Vice President, venue arrangements for all official sessions including payment, BEO (Banquet Event Order) review, vendor agreements/fees, speaker agreements/fees, registration fee structure and PayPal.
To review and sign final Banquet Event Order (EOB)
To coordinate with Vice President honorarium/gifts/gift cards for speakers and or guests
To be responsible for paying all event expenses.
The Treasurer will accept payments from vendors and notify vendors of receipt of payment.
To accept continuing education registration and fees
To prepare an Income and Expense Report for each continuing education event
To manage PayPal funds.
Files with the WV Secretary of State each spring to renew the corporation business license and pay the proper fee.
Responsible for filing with the IRS each fall. (Fiscal year July 1 – June 30)
Section 6. Secretary The secretary will record and submit a report of all sessions of this Association to all
executive board members. Electronic submission of the minutes to board members is acceptable. It is
suggested that minutes be sent out shortly after each session while the session is still fresh for corrections or
additions to increase the accuracy of the minutes. Board members are responsible for reading of the minutes and submitting any corrections or changes as soon after receiving a copy of the minutes. Corrected minutes
will then be resent to all board members.
Section 7. Immediate Past President. The Immediate Past President shall have such duties as may be assigned
by the President or the Board and will serve as a mentor.
Section 8. Legislative Chair. The West Virginia Legislative Chair advocates for the profession of dental hygiene and for colleagues by lending a face to members of our West Virginia legislature. The Legislative Chair is actively involved in the decision-making process and contacts their legislator(s) when a bill or issue of importance arises. They occasionally go to the state capitol or visit with legislators in their district at his/her district office. They get updates from ADHA about additional actions they can take to advocate for dental hygiene.
Section 9. Webmaster. The webmaster updates the website with changes submitted by respective board members. Content should be provided by the member that is asking for changes, with team collaborating to deliver messages consistently. The webmaster works with Membership Chair and Secretary to create membership engagement posts on Facebook and Instagram. The webmaster oversees advertising for CE courses on social media/website and delegating in-person CE attendee recruitment to others, as necessary. The webmaster is responsible for organizing online registration and event page for CE courses (attendee registration, student registration, vendor registration). For virtual CE courses, the webmaster will oversee logistics troubleshooting as well as delegating tasks for virtual CE to board members based on their respective positions.
Section 10. Qualifications for Office. Only voting members are eligible to hold office.
Section 11. Term
A. The President, President-Elect, Vice President, Immediate Past President, Treasurer and Secretary shall serve a two (2) year term in office, or until such time as their successors are duly elected, qualified, and take office. This does not mean that they can only serve one 2-year term.
Section 12. Election
A. Elections shall take place at the last meeting of the Annual Session of this Association.
Voting shall be by ballot unless there is only one (1) candidate for an office. The President may declare the
unopposed candidate elected. In the event that no candidate receives a majority of the votes cast, the vote shall be conducted again with only the two candidates receiving the highest number of votes eligible for election. (A majority of the votes shall be necessary for the election. In the event no nominee receives a majority of the votes cast on the first ballot, the name of the nominee receiving the least number of votes cast shall be
dropped and a new ballot taken. The same procedure shall be continued until one of the nominees receives a majority of the votes cast. In the event of a tie, the President shall cast the deciding vote. Officers shall take office following the close of the annual session at which they were elected.
Section 13. Resignation and Removal of Officers.
Any officer may resign at any time by giving written notice to the President. In addition, any officer may be
removed by a majority vote of the persons entitled to elect such officer, when ever, in their judgment, the best
interests of the Association would be served by such removal. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed Election of an officer or agent shall not of itself create any
Section 14. Officer Vacancies. Vacancies in any office shall be filled by the President without undue delay,
provided, however, the President-Elect automatically shall succeed to the office of President in the event of the death, resignation, removal, or incapacity of the President and the office of President-Elect shall remain vacant until the next meeting of the Executive Board. In the event the President-Elect position is vacant at such time as there becomes a vacancy in the office of President, The Executive Board immediately shall fill the office of
President and such appointee shall hold office until the next meeting of the General Assembly. Except as
otherwise set forth herein, an officer appointed pursuant to this Section shall hold such office for the remainder of the original term for which she or he was appointed to fill.
The Executive Board may establish such as deemed necessary or prudent in the exercise of their authority and responsibility as set forth in these bylaws. These committees/councils or task forces such have a term of one (1) year unless specifically stated. During the Annual Session, the President may choose to reappoint as necessary.
Section 1. Such committees might be but not limited to the following:
ADHA Institute on Oral Health
West Virginia Smoking Cessation Liaison
Committee on Bylaws and Policy
Public Relations Committee
WVDHA/ADHA Educational representative
Section 2. All appointees must be members of both the Constituent and Component (if such exist where the
member is licensed, practices or resides). When a member ceases to be a member of the Association, the
appointment on any committee shall terminate and the President shall declare the position vacant and appoint a replacement member to that committee.
Section 3. Specific responsibilities shall be contained within a policy manual.
Section 4. Quorum and Manner of Acting. At all meetings of any council or standing committee, a majority of
the members shall constitute a quorum for the transaction of business. A majority vote at a meeting at which a
quorum is present shall be required for any action.
Section 5. Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a council or committee shall be filled by the President.
Section 1. Tripartite. The ADHA is a tripartite organization. Voting and supporting members must maintain an
active membership in ADHA, a Constituent and a Component (If such exist where the member is licensed,
practices or resides.)
a. Components. Voting members of the WVDHA who are licensed, practicing or residing within
a particular state, territory or possession of the United States may be organized as a component of the
b. Application for Recognition as a Component. The Board shall adopt an application form and procedures to
facilitate the consideration of applicants seeking to be organized as a Component of the Association. All
applicants must complete the application form and submit the application, along with the designated fee, if
any, to the administrative office or WVDHA of the Association. The application shall be reviewed and
determined, based on the criteria set forth in these Bylaws and such other guidelines as the Board may
prescribe, if applicants meet the qualifications necessary for recognition as a Component.
c. Revocation. Charters for the operation of Components may be revoked by the WVDHA at any time in such
manner and after such investigation as the WVDHA may deem necessary. Upon revocation of a Component’s charter, the Component immediately shall remit all of its funds and records to the Association’s President.
A1. Due notice shall be given by the WVDHA to the Component in question, by registered mail and
reasonable opportunity shall be allowed for the component to meet the requirements or correct infractions before final action is taken to revoke the charter.
d. Name. No Component or other entity shall use the name of the Association in any manner whatsoever unless duly authorized to do so by the Association pursuant to the terms of a written agreement.
e. Meetings. Each Component may hold such meetings as it deems appropriate
f. Choice of Component. Members may belong to only one Component, and may join the Component of
their choice based on where they reside, practice or hold a license.
g. Transfers. A member of a Component may transfer to another Component by written request addressed to
the central office of ADHA. The central office of ADHA shall affect the transfer and promptly shall notify the
effected Components. Full membership privileges shall be granted to the transferring member in the new
Component and the new Component shall give the transferring member a credit for the full amount of any
dues paid to the previous Component to be applied towards dues in the new Component.
Any action to be taken at a Board of Trustees, voting member, council, committee, or task force meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least forty-eight (48) hours prior to the meeting.
Use of Electronic Communication
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
Section 1. Contracts. The WVDHA may authorize any officer or officers, agent or agents of the Association, in
addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Association, and such authority may be general or confined to
Section 2. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by action of the WVDHA. In the absence of such determination by the WVDHA, such instruments shall be signed by the Treasurer and
countersigned by the President.
Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks,
trust companies, or other depositories as the Executive Board of WVDHA may select.
Section 4. Bonding. The WVDHA shall provide for the bonding of such officers of the Association as it may
determine is necessary.
Section 5. Gifts. The Executive Board may accept on behalf of the Association any contribution, gift, bequest, or
devise for the general purposes or for any special purpose of the Association.
Section 6. Books and Records. The Association shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of Executive Board and General Assembly meetings and any committees having authority of the Executive Board.
Section 7. Annual Audit. The WVDHA shall provide for an annual audit of the financial records of the
Association by a certified public accountant.. A report of the financial condition of the Association shall be made to the membership of the Association annually.
Section 8. Fiscal Year. The fiscal year of the Association shall be determined by the WVDHA.(July 1- June 30)
Section 9. IRS Filing must be done following the fiscal year.
Section 10. WV Secretary of State Filing must be done the first part of every calendar year to renew the non-profit business license along with the proper fee.
The Association shall indemnify all past and present officers, committee, council and task force members, and all other volunteers of the Association to the full extent permitted by West Virginia, as may be amended, and shall be entitled to purchase insurance for such indemnification of officers to the full extent as determined by the WVDHA.
Waiver of Notice
Whenever, notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 1. Proposed Amendments. The Board of Trustees may propose amendments, in whole or in part, to these Bylaws.
Section 2. Approval of Amendments
With Board of Trustee Approval. Proposed amendments of these Bylaws receiving the approval of the Board of Trustees shall be forwarded to the General Assembly for consideration. Approval of such proposals shall require the act of a majority of the Delegates present at a duly called session of the General Assembly at which a quorum is present.
Without the Board of Trustees Approval. Proposed amendments of these Bylaws not receiving the approval of the Board of Trustees shall be forwarded to the General Assembly for consideration. Approval of such proposals shall require the act of two-thirds (2/3) of the entire General Assembly at a duly called session of the General Assembly.
Section 2. Notice. Notice of intent to amend these Bylaws must be (i) sent to all the Delegates by mail or
electronic communication or (ii) published in print or online and circulated to the entire membership; or (iii)
published on the Association’s website at least thirty (30) days prior to the session of the General Assembly
at which such amendments are to be considered. Such notice must include a general description of the
In the event of the dissolution of the Association, the WVDHA shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the remaining assets of the Association exclusively for the purpose of the Association in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501 (c)(3) or 501 (c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding provisions of any future United States Internal Revenue statute, as the WVDHA shall determine, Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised, shall govern all meetings of the WVDHA in all cases to which they are applicable and in which they are not inconsistent with the state of West Virginia, these bylaws and any special rules of the order the Association may adopt.
The Bylaws of WVDHA shall not be in conflict with the Bylaws of ADHA, which shall be the supreme law of the Association. A current copy of these Bylaws shall be on file with the Executive Director of ADHA.