This organization shall be called THE ILLINOIS DENTAL LABORATORY
ASSOCIATION, an association of dental laboratories, as specified in
the Articles of Incorporation, not for pecuniary profit, under the laws of the
State of Illinois.
The Illinois Dental Laboratory Association is the representative voice of
the dental technology industry in Illinois. We are dedicated to promoting and
advancing the high standards and ethics of our profession by providing our members
with advocacy, professional & technical education and opportunities to network
with all colleagues in the dental community. It is proposed to accomplish this
in various ways:
By instilling in the membership an appreciation of the fact that they share
a part of the responsibility to uphold the standards of dental technology and
By establishing and promoting uniformity and equity of customs in commercial
usage's of the dental laboratory craft.
By continuing education, business management seminars, programs, lectures,
etc., to improve the standards of ethical dental laboratory procedures and management.
To uphold, and whenever possible, to assist in the enforcement of the dental
laws of the State of Illinois.
By studies which will give to the membership a better understanding of their
relations to the dental profession, and the obligations and loyalties these relations
impose upon the dental laboratory craft.
The laws governing the five (5) classes of membership: Active, Incapacitated,
Retired, Associate, and Honorary shall be as follows:
Section 1. Active Membership
All active memberships shall be in the name of the laboratory.
Each member shall be accorded the privilege of voting, holding office in the
Association by the nomination and election of their representative to such office,
having a voice in the affairs of this Association, participating in all activities
of the Association and having all the rights and privileges that pertain to this
classification of membership.
All active members shall be issued a Membership Plaque and/or other insignia.
The Plaque and/or other insignia shall remain the property of this Association
and upon cessation of membership for any reason whatsoever, shall be returned
to IDLA Association Headquarters.
Active membership shall be applied for on a formal application blank furnished
by the Association. The application shall be submitted by the owner of the controlling
interest of the applicant. The application shall be examined and investigated
by the Board of Directors, and if affirmed by a majority vote of the Board of
Directors, such applicant shall be deemed an active member with all the privileges
At the time of application for membership, the member applicant must submit
with the application one-quarter's dues. This requirement shall be printed on
the membership application. An applicant's business location must abide by the
zoning laws of his local governing body prior to being accepted into the Association.
If the controlling interest of a member laboratory changes, the new owners
of the controlling interest of such laboratory member must immediately reapply
for membership in order to continue as an active member.
Section 2. Incapacitated Membership
A member controlled by a person who is incapacitated may be a member in good
standing for a period of five consecutive years immediately prior to the request
to the Board of Directors for dispensation of dues. Incapacitated membership
status will be granted only in extreme hardship cases.
Section 3. Associate Membership
Associate members shall enjoy all privileges of active membership except that
neither they nor their representatives shall be eligible to hold office. However,
associate members or their representatives may serve on committees at the discretion
of the Board of Directors.
Associate members shall enjoy all privileges of active membership except that
neither they nor their representatives shall be eligible to hold office. However,
associate members or their representatives may serve on committees at the discretion
of the Board of Directors.
Associate Manufacturers shall be manufacturers or their representative of
good repute associated with the dental industry.
Associate Dealers shall be dealers or their representatives of good repute
associated with the dental industry.
Associate Dental Laboratories shall be out of state dental laboratories of
Associate members of any classification shall be those parties chosen by the
Board of Directors and shall be of good repute, ethical and of credit to the
Section 4. Honorary Membership
Honorary members shall be those special individuals elected to honorary status
upon recommendation of the Board of Directors and voted into such status by a
three-quarters (3/4) vote of the members present at any meeting. Honorary members
shall not hold office, shall not pay dues nor vote but can serve on committees
at the discretion of the Board of Directors.
Section 5. Retired Membership
Retired membership shall be granted to a member who has been in good standing
for a period often consecutive years immediately prior to the member's request
to the Board of Directors for retired membership. The retired member's age must
be between 55 and 65, inclusive. Board of Directors retired members shall enjoy
all privileges of Active Membership except that the owner shall not be eligible
to hold office or vote, but may serve on committees at the discretion of the
Board of Directors.
Dues of retired members shall be set at 12.5% (rounded to the nearest $5)
of the IDLA one-man laboratory dues.
Classification of the various types of membership shall always be subject
to final determination of the Board of Directors.
EXECUTIVE OFFICERS AND
Elective officers shall consist of President, Vice-President, and Secretary.
The Treasurer shall be appointed from the Board of Directors, with the approval
of the Board of Directors. Non-elective officers may be such officers, including
an Executive Director, as selected by the members of the Board of Directors.
Section l. President
The President shall preside at all meetings of the Association and the Board
of Directors, and shall perform duties that usually pertain to this office. The
President is a member ex- official, entitled to vote, of all committees, and
the President's vote shall be the deciding vote in case of a tie vote. The President
shall serve for a term of one (1) year, or until a successor is qualified.
The President shall appoint all the chairmen of all committees not otherwise
provided forin these By-laws except the nominating committees.
Appointments, including vacancies, not otherwise provided for shall be made
by the President.
Section 2. Vice President
The Vice President shall be responsible for the external affairs committees
of the Association.
The Vice President shall assist the President in the performance of his duties,
and shall preside in his absence or at his request.
The Vice President shall succeed to the office of President in case of vacancy
and fill the unexpired term of the President.
The Vice President shall serve for a term of one year, or until a successor
Section 3. Secretary
The Secretary shall keep a record of minutes of all meetings of the Board
The Secretary shall keep a record of the membership and notify them regarding
meetings, and in general shall carry out the duties which appertain to this office
The Secretary shall be the keeper of the Seal of the Association.
Section 4. Treasurer
The Treasurer shall collect all money due the Association and keep an accurate
record of the collections.
The Treasurer shall send membership cards to members as dues are received.
The Treasurer shall serve for a term of one year, or until a successor is
Section 5. Executive Officer
The Board of Directors may employ an Executive Director who shall be an appointed
officer without a vote, and shall perform the Association's administrative duties,
serve as custodian of the records and files of the Association, and perform such
other duties as the Board of Directors may determine from time to time. The Secretary
and Treasurer may delegate administrative duties to the Executive Director. The
Board of Directors may direct that the Executive Director provide, at the expense
of the Association, a good and sufficient bond of a surety company approved by
the Board of Directors to ensure the faithful performance of the Executive Directors
duties. The Executive shall be compensated for performances of services.
Section 6. Use of Officers' Titles
None of the officers of the Association shall use their respective titles
as such officers for endorsements or when voluntarily testifying in cases relating
to the dental industry without prior written approval of the Board of Directors.
BOARD OF DIRECTORS
The management of this Association shall be vested in the Board of Directors,
hereafter referred to as the Board, which shall be no more than fourteen (14)
in number and shall consist of the three (3) elective officers, plus the treasurer
and one immediate Past President, and nine (9) elected Directors.
There shall be a minimum of three (3) meetings, duly called, held by the Board
each year to insure that the business of the Association is attended to and the
best interests of its members protected.
The Board shall have control of the business of the Association and shall
have the power to devise and carry into execution such measures as it may deem
proper and expedient to promote the objects of this Association, and to protect
the interest of its members.
Officers' terms, salaries, if any, duties and conditions of employment shall
be fixed by the Board.
Three (3) members shall be elected as Directors each year, and the Directors
so elected shall serve on the Board for a period of three (3) years.
The Board shall approve all committees appointed by the President, including
the standing committees of the Association
A majority of the Board members shall be required to constitute a quorum for
the transaction of business at all meetings.
Special meetings of the Board may be called upon order of the President. Notice
shall be sent to all Board members at least fifteen (15) days prior to such meetings,
stating the business to be transacted.
Special meetings of the Board may be called upon written request of a majority
of its members to the secretary who shall send a notice, by registered mail,
to all Boardmembers, at least fifteen (15) days prior to such meetings, stating
the business to be transacted.
Any Officer or Director who is absent-from two consecutive meetings of the Board,
without permission from the President, shall be considered to have thereby resigned
from his office. The President shall therefore proceed to fill the vacancy in
the manner prescribed in the Rules and By-Laws. This shall also apply to all
committee appointees upon recommendation of the Committee Chairman to the President.
Any Officer or Director may be removed from office for misconduct, neglect, or
refusal to perform his duties by a two-thirds (2/3) vote of the Board members
at an Board meeting called for such a purpose. Due notice of intent to remove
shall be given to such officer or director in writing 15 days prior to the meeting.
The Board shall interpret the provisions of these By-Laws.
Within the Board there shall exist Executive Officers composed of the four (4)
officers of the Board plus the immediate Past-President. Their duties will be
to handle any unusual items which occur between regularly scheduled Board meetings.
Officers and Directors must be actively employed officers, full-time employed
active partners or executive officers of a member laboratory/corporation.
An owner of a member who is an Officer or Director of the Association who sells
his laboratory must go to work within 90 days for another dental laboratory if
he or she wishes to maintain his or her position with this Association. If the
laboratory such Officer or Director joins is not a member, it must promptly apply
for membership. In any circumstance, the position of such Officer or Director
must be re-affirmed by the Board.
There may be only one (1) member per laboratory on the Board so that no laboratory
has more than one (1) representative on the Board.
In accordance with Robert's Rules of Order, a paper ballot is required for vote
by Board members in matters of management of the Association.
In order to preserve continuity of information and implementation of decisions
made at prior Board meetings, minutes of the previous meeting shall be read at
each successive Board meeting to recall important information about issues discussed
and decided at the current Board meeting.
OFFICERS AND BOARD
The Association shall indemnify, defend, and save harmless all Officers, Directors
and/or Board members, who now or hereafter serve the Association from and against
all claims and liabilities to which they may be at any time subject by reason
of their alleged acts or omissions as an Officer or Director of the Association,
past, present or future. The Association shall reimburse Officers and/or Directors
for all legal and other expense reasonably incurred by them in connection with
defending against any such claims or liabilities, provided; however, that Officers
or Directors shall not be indemnified against any claim of liability or expenses
proven to have arisen out of their own gross negligence, recklessness or willful
Section 1. There shall be two or more (2) regular meetings of the members
of the Association each year, and these meetings shall be held in the Spring
and Fall. The Fall meeting shall be the Annual Meeting and shall include the
election of Officers and Directors for the ensuing twelve months.
Section 2. Special meetings of the members of the Association may be
held at the call of the Board with not less than fifteen (15) days prior written
notice required to all members prior to any such meeting.
Section 3. Ten per cent (10%) of the member laboratories in good standing
shall constitute a quorum at any regular or special meeting.
Section 4. Robert's Rules of Order, Revised, shall govern the conduct
of routine ef business not otherwise specifically provided for in these By-Laws.
DUES AND ASSESSMENTS
Annual dues shall be paid by each member of the Association as determined
by the membership in accordance with the procedures contained herein.
A new member's dues shall begin to accrue on the first (1st) day of the month
in which the new member is accepted by the Association, dues shall also be paid
on a timely basis by such new member as a part of the dues to this Association.
One quarter of the Association's Annual dues shall be required to be submitted
to the Association with each application for membership.
The amount and timing for the payment of the annual dues for Associate Memberships
shall be determined by the Board.
A member shall be liable for only a pro-rata share of the annual dues if the
member dissolves or sells the laboratory and/or the name under which the member
has been paying is either sold or taken out of use (but not changed to another
one under the same ownership to escape dues and/or other liabilities to the Association.)
All members, on the first day of October of each calendar year, shall be liable
for one (1) full year's dues and assessments to the Association. The manner in
which dues shall be premitted shall be determined by the Board.
Membership cards shall be sent as dues are received.
Section 3. The amount of annual dues may be changed upon
the recommendation of the Board, providing written notice of such change is submitted
in advance to the membership and approved by an affirmative vote of a majority
of those present or represented by proxy at the meeting.
Section 4. Special assessments not to exceed fifty percent (50%) of
the annual dues may be levied on the membership upon recommendation of the Board,
providing notice of such assessment is submitted in advance to the membership
and approved by an affirmative vote of a majority of those present or represented
by proxy at the meeting.
Section 5. Any member whose dues are ninety (90) days or more past
due based on the method of payment he selected, shall be considered delinquent
and shall be so notified by the Treasurer. If such dues are one-hundred-twenty
(120) or more days past due, the member may be suspended at the discretion of
the Board. Members suspended for non-payment of dues or assessments must submit
a new application for membership. Upon reinstatement, any member dropped within
the last four quarters must pay dues as of the date their membership was previously
EXPULSION OF MEMBERS
Section 1. Any member found guilty of violating the dental laws of
the State of Illinois or any other State and/or being enjoined from the practice
under the State Dental Practice Act shall be expelled forthwith..
Section 2. Non-payment of dues or assessments, after due notice from
the Secretary, shall be cause for expulsion at the discretion of the Board.
Section 3. Any member of this Association may be expelled for violation
of the Code of Ethics, and other misconduct by a vote of two-thirds (2/3) of
the Board present at any regular Executive Board meeting or at a meeting called
for such purpose. Due notice of intent to remove shall be given to such member
in writing at least thirty (30) days prior to said meeting and such member shall
be accorded the privilege of appearing in person before the Board and with representation
of his own choosing to presents a defense.
ELECTION OF OFFICERS
Section 1.The Nominating Committee should be appointed at
the first Board Meeting of the year. The Nominating Committee should consist
of six (6) members, not more than three (3) of whom may be a member of the Board.
Three (3) members of the Nominating Committee shall be appointed from the area
comprising of Cook, Lake and DuPage Counties and three (3) members shall be appointed
from the area comprising all counties of the State of Illinois except Cook, Lake
and DuPage Counties. The six (6) members of the Nominating Committee shall select
and place into nomination the Officers and Directors of the Association.
No members of the Nominating Committee shall serve two (2) successive years.
The Nominating Committee shall nominate one (1) or more members for each office.
A letter shall be sent by the Secretary within thirty (30) days of the Nominating
Committee decision to all IDLA members requesting that they nominate members
to fill positions of Officers and Directors. The Board will then prepare ballots
listing all candidates nominated for available Officer and Director positions.
A sample ballot will be sent to all eligible voting members.
The Chair shall ask for and recognize additional nominations from the floor,
and the membership shall have the privilege of voting on such nominations.
Where more than one (1) nomination is made for any office, voting shall be
by ballot. A plurality of the votes cast, rather than a majority, shall be sufficient
to elect any Officers and Directors. In case of a tie, the decision shall be
Officers shall be elected for a term of one (1) year and Directors shall be
elected for a term of three (3) years each, or until their successors are elected.
Any Officer or Board Member who fails to take office, when duly elected, for
reasons of illness, resignation, or any other cause shall immediately be replaced
through the constituted procedures of new selection by the Board.
Section 3. Election of Officers and Directors shall be held at the
Annual Meeting and they shall assume their duties as of the first (1st) day of
new fiscal year.
Each active member laboratory is entitled to one (1) vote. The vote may be
cast by any executive or designated person connected with the member laboratory.
Active members who are delinquent for non-payment of dues shall not be eligible
to vote. The Secretary shall determine such eligibility to vote.
A member may cast his vote by proxy or in person at a duly called meeting.
A member voting in person automatically suspends his previously executed proxy.
Section 2. All votes will be cast at any meeting of the members by
proxy or in person. All proxies and ballots cast in person shall be retained
for a period of two years.
Section 3. Upon request of twenty-five percent (25%) or more of the
members in good standing who shall file a written protest with the Secretary
and/or Treasurer of the Association,signed by them, the Board shall order a recount
of the balloting either by a special committee appointed for that purpose, or
by a recognized public auditor, and the count thereon shall be attested by affidavit.
Proposals for amendments to the By-laws of this Association shall be presented
in writing by any active member or members in good standing to the Board. If
approved by a majority vote of the Board, the proposed amendment shall be submitted
in writing to all active members either at a special meeting of the members called
for such purpose or by mail at least thirty (30) days prior to the date of the
next regular meeting of this Association. Any amendment shall require a two-thirds
(2/3) vote of the active members voting at a meeting or by proxy for adoption.
Section 1. Professional and Trade Relations Committee
The Professional and Trade Relations Committee shall be a standing committee
and all additions to this Committee shall be appointed by the Board. The President
shall designate the Chairman.
The Professional and Trade Relations Committee shall consist of at least five
(5)members. It shall be the duty of this Committee to meet with the appropriate
Committee of the Illinois State Dental Society and all other duly authorized
groups duly appointed, and act as liaison in all matters concerning the two (2)
groups and shall meet and deal with dental manufacturers and dealers in all makers
concerning the groups.
This committee shall be funded and the Chairman shall submit to the Executive
Board a report of all expenditures.
Section 2. Finance Committee
The Treasurer of the Association shall be Chairman of this committee and it
shall consist of four (4) Directors of the Association and one Officer. Duties
are to promote the financial welfare of the Association.
Section 3. Publicity Committee
The Publicity Committee shall consist of at least four (4) members. Duties
shall consist of promoting and publicizing the Association.
Section 4. By-Laws Committee
The By-Laws Committee shall consist of four (4) members. Their duties shall
be to keep up to date and make all necessary recommendations for changes in the
By-Laws as the need arises. The Chairman shall be a 2nd year Director and the
Assistant Chairman shall be a 1st year Director.
Section 5. Program Committee
The Program Committee shall consist of at least four (4) members. They shall
arrange for regular and special meetings and the entertainment and comfort of
Section 6. Membership Committee
The Membership Committee shall consist of at least four (4) members and it
shall be their duty to promote ways and means to increase membership in the Association.
Area membership chairmen shall be a part of the committee.
Section 7. Nominating Committee
The Nominating Committee shall consist of six (6) members, not more than three
(3) members of this committee shall be appointed by the Board from the area comprising
Cook, Lake and DuPage counties and three (3) shall be appointed from the area
comprising all the counties in the state except Cook, Lake and DuPage counties.
These six (6) members of the Nominating Committee shall select and put up
for nomination the Officers and Board of Directors of this Association.
The Chairman shall be the Vice President.
Section 8. Peer Review Committee
The Peer Review Committee shall consist of four (4) members. This committee
interpret the meanings and application of the Code of Ethics, hear and make recommendations
to the Board on matters that come before it and generally act as referees in
the matter of grievances aired or ethics questioned. All decisions of this committee
shall be ruled upon by the Board as final judge. Two (2) chairmen shall be appointed.
One (1) from downstate and one (1) from the Chicago area.
Section 9. Educating & Training Committee
The Educating & Training Committee shall be a standing committee and consist
of at least four (4) members.
The committee will be responsible for all contractual agreements between the
Association and the Department of Labor on all Pre-Apprenticeship and Apprenticeship
Training programs. In addition the Committee will foster continuing education
programs for technicians and for apprentices.
Section 10. Business Management Committee
The Business Management Committee shall be a standing committee and consist
of at least four (4) members.
This Committee's duties will be to instill better laboratory business management
procedures for members through the medium of Business Management Seminars and
other available programs
Section 11. Operations Advisory Committee
The Operations Advisory Committee shall consist of the four (4) immediate
past president. Three (3) members of this committee shall constitute a quorum.
The terms of office shall be as follows:
It will be the responsibility of this committee to audit the operations of
the association office and committees. The audit of operations shall include
financial statements and records. No original records shall be removed from the
IDLA offices at any time by the Operations Advisory Committee. Should additional
study of certain records be necessary, removal of photocopies of those records
is permissible. All audits shall be private and conducted by at least three members
of the Operations Advisory Committee. Available to them throughout the audit
shall be the Executive Director, or a person designated by the Executive Director,
or, in the event the Executive Director is unable to designate someone, a person
shall be designated by the present IDLA president. This committee has no power
to act, but is a reporting committee responsible only to the Board of the IDLA.
The Committee's primary responsibility is to see if all functions of the IDLA
are being implemented expediently as directed by the Board of this Association.
Areport of the Operations Committee shall be made at each official meeting of
the Board of this Association.
Section 12. Committee Rules
All committees should draw up a charter of rules and guidelines under which
the committee will operate.
CODE OF ETHICS
As a means of effecting the objectives set forth in their By-Laws, members
of the Association shall conform to the following CODE OF ETHICS in the conduct
of their laboratories; failure to do so shall result in penalties provided in
Article X of the By-Laws (Expulsion).
It shall be incumbent upon all members of this Association to govern their
deportment in accordance with the following prescribed principles. It is not
to be presumed the this Code covers the whole field of moral and ethical conduct;
many duties and obligations not specifically mentioned herein are expected of
every member. Men and women of good character will understand and conscientiously
apply the Golden Rule.
Section 1. Service
The service of the dental laboratory shall be to members of the ethical dental
profession only, direct to the dentist, this does not cancel the right of the
dental laboratory to construct special appliances for dealers or dental manufacturers
or dental laboratories if same are to be used only as samples or on authority
of a licensed dentist
Section 2. Materials
No materials other than those specified by the licensed dentist shall be used
in the construction of any case, except with the knowledge of the licensed dentist.
Should the choice of material be left to the discretion of the laboratory, the
laboratory shall, upon written request, accurately inform the licensed dentist
respecting the type or kind of material used.
Upon request it shall be incumbent upon each member to furnish with every new
complete dental appliance, a fully itemized invoice.
Section 3. Anti-trust Policy
The Illinois Dental Laboratory Association (IDLA) has a policy of strict compliance
with the federal antitrust laws. The antitrust laws prohibit certain combinations
and agreements among competitors.
IDLA members can not come to understandings, make agreements or otherwise
concur on positions or activities that in any way tend to raise, lower or stabilize
prices or fees, divide up markets or encourage boycotts. Each member must make
an independent decision, without consultation with competitors, on how to conduct
business and with whom to do business. Specifically, members should never agree
Current or future prices or fees, price or fee changes, discounting, regulation
of production and other terms and conditions of sale or of providing services.
Members should be extremely careful about discussing prices or fees. Agreements
on pricing and fees are clearly illegal.
Allocating or monopolizing territories or customers. Any agreement by competitors
to “honor”, “protect” or “avoid invading” one
another’s market areas or product lines would violate the law.
Refusing to do business with those whose business practices you oppose. Members
can discuss the policies or practices of suppliers and other third parties; however,
you must never threaten, directly or indirectly, to act jointly to enforce changes
to those policies or practices.
Officers, directors and members of the IDLA should never make any representation,
publicly or privately, which would appear to represent an official policy or
position of the IDLA before referring to the complete anti-trust policy
Section 4. Advertising
No laboratory may quote prices in any newspaper, magazine, periodicals, or
any other publication available to the general public, including publishing on
A laboratory may advertise prices in any publication usually read only by
the dental profession.
No advertising shall contain statements or implications of a deceptive or
Section 5. Unfair Practices
FALSE BRANDING—The false marking or branding of any
product of the industry which has the tendency to mislead or deceive dentists,
whether as of the grade, quality, quantity, substance, character, nature, origin,
size, finish, or preparation of any product of the industry is prohibited.
PIRATING—Imitating, simulating, or pirating any design,
mark, style, brand, drawing, sketch or dummy used by any other person in the
dental laboratory industry without authorization is prohibited.
SUBSTITUTION OF MATERIALS—with intent to defraud --
Using, submitting, or billing any material superior or inferior in quality to
that specified by the licensed dentist of any dental laboratory product, which
would represent a price discrimination is prohibited.
DEFAMATION—The defamation of competitors by falsely
imputing them. dishonorable conduct, inability to perform contracts, questionable
credit standing, or by other false representations or by false disparagement
of the grade or quality of their goods is prohibited.