By-laws

Article I – Name, Purpose

Section 1.1 – Name

The name of the coalition shall be Kentucky Oral Health Coalition.

Section 1.2 – Purpose

The purpose for which the Coalition is organized is to improve the oral health of all people of Kentucky.  The Coalition maintains that all people of Kentucky can enjoy optimal health for life.  In order to fulfill its purpose, the Coalition shall (1) advocate for improved access to oral and general health prevention, services, and education for all people of Kentucky, (2) promote and encourage active interaction, effective collaboration, and cooperation between all providers of oral and general health care and individuals and populations within Kentucky needing oral health services, prevention, and education through the establishment of public-private partnerships, and (3) actively participate, communicate, and encourage relationships of the Kentucky Oral Health Coalition with other advocacy groups in promoting oral and overall health for all people of Kentucky.

Article II – Membership

Section 2.1 – Categories

There shall be three classifications of membership: Entity, Individual, and Student

(a)   Entity: Any for-profit, not-for-profit, or government/quasigovernment organization, business or corporation that pays annual dues set by the Executive Committee. Entity members shall have one vote per entity and a representative of the entity may hold office.

(b)   Individual:  A person who pays annual dues set by the Executive Committee.  Individual members shall be eligible to vote and hold office.

(c)    Student:  A person who provides evidence of full time student status to the Executive Committee.  Student members are exempt from the annual dues set by the Coalition and may vote and hold office.

Section 2.2 – Process

Membership shall be renewable annually.  Membership shall be awarded for fiscal years.  Dues paid at any time during the year shall ensure membership through June 30 of the current fiscal year.  July 1 shall constitute a new fiscal year for the next dues cycle.  Membership shall terminate upon written require of the member or upon his or her failure to make an annual contribution to the Coalition.

Article III – Officers

Section 3.1 – Elected Officers

The officers of the Kentucky Oral Health Coalition shall be: Chairman, Vice Chairman, Secretary, and Treasurer.  This group of officers along with the most recent Past Chairman shall constitute the Executive Committee.

Section 3.2 – Terms of Office

Officers shall be elected annually.  The positions of Chairman and Vice Chairman have a term limit of 3 years.

Section 3.3 – Duties

The responsibilities and duties of the officers include, but are not limited to the following:

(a)   Chairman:  Serve as the spokesperson of the Coalition, facilitate Coalition planning, oversight, and meetings, and appoint sub-committee structures as needed.

(b)   Vice Chairman:  Facilitate oversight of the Coalition, assist the Chairman as requested, and act in place of the Chairman in his or her absence.

(c)    Treasurer:  Facilitate oversight of the budget and other financial endeavors as related to the Coalition and facilitate oversight of the Coalition.

(d)   Secretary:  Facilitate oversight of the Coalition and keep minutes at meetings.

(e)   Executive Committee:  Provide leadership to the Coalition, and act as a deciding body in the event the Chairman cannot fulfill his/her duties for the duration of the elected term.

Article IV – Meeting

Section 4.1 – Executive Committee Meeting

The Executive Committee shall meet quarterly and at any additional time at the call of the Chairman.  The time and place shall be selected by the Executive Committee.  All Coalition members shall be invited to attend the Executive Committee Meetings but are not required to attend.  Executive Committee Meetings may be conducted via electronic media at the discretion of the Executive Committee.

Section 4.2 – Annual Meeting

Meetings of the Kentucky Oral Health Coalition shall be held at a time and place selected by the Executive Committee with input from the membership.  All members shall be encouraged to attend the Annual Meeting.  The Annual Meeting must be conducted in person, and may not be substituted by any electronic media.  Minutes of the meeting shall be kept by the Secretary and made available to members of the Coalition.  The Annual Meeting shall be considered one of the quarterly Executive Committee Meetings.

Section 4.3 – Committees

Committees shall be formed by the Chairman to address issues as determined by the Coalition.  Committees shall meet as needed to complete the task(s) assigned by the Coalition.

Article V – Conduct of Business

Section 5.1 – Executive Committee Decision Making

Decisions shall be made in accordance with the majority opinion (3 votes) among the body of officers comprising the Executive Committee.

Section 5.2 – Kentucky Oral Health Coalition Decision Making

Decisions presented to the Kentucky Oral Health Coalition shall be made in accordance with the majority opinion of the members present and eligible to vote  at the time of the decision.  All bylaw ratifications and amendments shall require 2/3 agreement of the voting members who are present.

Section 5.3 – Election of Officers

Officer positions shall be open for election at the Annual Meeting.  In instances of a plurality vote, the candidate receiving more than 40% of the votes shall be elected to office.  If no candidate receives more than 40% of the votes, the two candidates receiving the most votes shall conduct a run-off.

 Article VI – Protection from Liability

Section 6.1 – Liability

The Coalition agrees to indemnify any Chairman or officer or former Chairman or officer of the Coalition against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal in which he or she has been made a party by reason of being or having been a Chairman or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties to the Coalition.

Article VII – Dissolution of the Coalition

Section 7.1 – Dissolution of the Coalition

The Kentucky Oral Health Coalition shall be dissolved by a majority vote of the portion of the membership eligible for voting.