CDS is taking a historic step forward after the Board of Directors voted August 13 to accept a proposed restated and amended revision of the bylaws for the 160-year-old organization. The document will be put before members for a vote at the Friday, Nov. 8, Regional Meeting.
The board’s August vote relied on the diligent work of a six-member task force that spent hundreds of hours examining the CDS bylaws with outside legal counsel. The aim of the group was to modernize the bylaws by bringing them into compliance with the Illinois Not for Profit Act and incorporating best practices for associations.
There will be a final member vote at the November 8 Regional Meeting of the members.
A CDS member Town Hall webinar on the bylaws revision was held Wednesday,September 25 to explain and answer questions on this initiative. Members who have questions about the revisions are encouraged to email them to info@cds.org. You can view the webinar by clicking the button below.
The Bylaws are the foundational charter of the Chicago Dental Society. Bylaws are designed to help organizations run efficiently and legally, and to ensure that everyone involved follows certain rules and principles.
With the arrival of new staff leadership, a review of the bylaws by hired legal counsel identified that updates were needed to bring CDS bylaws into compliance with Illinois Not-for-Profit Act. Best practice for all associations is to review their bylaws on an annual basis.
Legal counsel outlined risk and liability of the current election process and suggested changes were needed to clearly define the CDS election process, specifically in regard to elections of CDS Officer, Illinois State Dental Society Officer, ISDS Trustee, and American Dental Association Delegation members.
During the revision, the modernization of the Bylaws will open new and alternate pathways to leadership, while recognizing the history, culture and value of the Leadership Development Groups.
After robust discussion, the Board of Directors voted August 13 to accept a proposed restated and amended revision of the bylaws. After that, members will vote on document at the Friday, Nov. 8, Regional Meeting.
The CDS Board of Directors appointed a Task Force of six members who represent the three Leadership Development Groups, Past Presidents, and past and current Board members who have worked together over the last eight months along with CDS CEO, Heather Nash and attorney Kimberly Pendo with Chicago Law Partners.
The election process will be modernized with the creation of a Nominations Committee as recommended by legal counsel. CDS members should rest assured that the recommended changes to the election process is protecting our Society from any legal risk and liability, and we are poised for the future. There are three primary changes that affect elections:
The path will open up for a more inclusive election process and more opportunity for CDS members to participate as leaders;
The officer ladder will now include automatic succession to the next officer position without standing for election each year, which protects CDS institutional board knowledge;
The Branch Director election remains unchanged although will be ratified by the Nominations Committee and the position elected by branch members.
The CDS Board embraces the deep history and culture brought by the Members Group, the Progressive Club, and the Independent Dental Organization. The Leadership Development Groups will be recognized within CDS policy with elections in a way that will ensure all risk and liability is eliminated.
The Board of Directors approved and appointed a Bylaws Task Force in December 2023 to work together with legal counsel to review the Bylaws and report back the Board of Directors with recommended updates. The Task Force is comprised of six members, chaired by Past President Dr. Michael Durbin; past Presidents Dr. Cheryl Watson-Lowry and Dr. Susan Becker Doroshow; current Board members Dr. Philip Schefke, Dr. David Rosenbaum; and past board member, Dr. Spencer Pope. CDS hired legal counsel experienced in association law to aid in the review and revision. After hundreds of hours over eight months, the Task Force presented its proposal to the Board of Directors in August 2024.
The revised bylaws will be considered adopted by membership and will govern CDS. In the next few months, the board will undertake revisions to its policies document to reflect changes within the new Bylaws.
