The World Dentofacial Sleep Society is a non-profit organization registered in the United States with a global membership and purpose.
The purpose of the WDSS is to increase awareness among dentists, surgeons, and allied health professionals of the global public health problem of sleep disorders; promote education in the screening, diagnosis, and multidisciplinary treatment modalities; advocate for public awareness concerning the consequences of sleep disorders and sleep deprivation; and promote research between professional organizations and educational institutions to expand the field of sleep.
Co-president: Leopoldo P. Correa, BDS, MS (United States)
Co-president: Audrey Yoon, DDS, MS (United States)
Treasurer: Miguel Meira e Cruz, DDS, MS (Portugal)
Secretary: Stanley Yung Liu, MD, DDS (United States)
Members at Large
Cibele Dal Fabbro, DDS, PhD (Brazil)
Danny Eckert, PhD (Australia)
Clete Kushida, MD, PhD (United States)
Gilles Lavigne, DMD, MS (Canada)
Francesca Milano, DDS (Italy)
Jingying Ye, MD (China)
Scientific and Educational Committee
Laura S. Acosta-Torres, BDS, PhD (Mexico)
Thomas Bornhardt, DDS (Chile)
Jin-Woo Chung, DDS (Republic of Korea)
Natalia Colorado, DDS (Colombia)
Miguel Cruz, DDS, PhD (Portugal)
Nico De Vries, MD (Netherlands)
Aditi Desai, BDS (England)
Daniel Eckert, PhD (Australia)
Gregory Essick, DDS, PhD (United States)
Lilian Giannasi, DDS (Brazil)
Rodolfo Lugo, MD (Mexico)
Jean-Francois Masse, DDS (Canada)
Andres Pinto, DMD, MS (United States)
Antonio Romero, DDS, PhD (Spain)
Morio Tonogi, DDS, PhD (Japan)
Meng-Cheng Tsou, DDS (Taiwan)
Bylaws of the WORLD DENTOFACIAL SLEEP SOCIETY
This instrument constitutes the Bylaws of the organization WORLD DENTOFACIAL SLEEP SOCIETY, adopted for the purpose of regulating and managing the internal affairs of the corporation as an IRC Section 501(c)(3) organization.
Article I: Offices
Section A. Registered Office
The WORLD DENTOFACIAL SLEEP SOCIETY shall at all times maintain in the State of Minnesota a registered agent, whose business office shall be the registered office of the WORLD DENTOFACIAL SLEEP SOCIETY.
Section B. Other Offices
The WORLD DENTOFACIAL SLEEP SOCIETY may also have such other offices as designated by the Board of Directors as the business and affairs of the WORLD DENTOFACIAL SLEEP SOCIETY may require.
Article II. Purposes
Section A. Nature of Corporation
The WORLD DENTOFACIAL SLEEP SOCIETY nonprofit corporation shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.
Section B. Primary Purposes
The goal and purpose of the WORLD DENTOFACIAL SLEEP SOCIETY is to increase awareness among dentists, surgeons, and allied health professionals of the global public health problem of sleep disorders; promote education in the screening, diagnosis, and multidisciplinary treatment modalities; advocate for public awareness concerning the consequences of sleep disorders and sleep deprivation; and promote research between professional organizations and educational institutions to expand the field of sleep.
Article III: Structure and Governance
The following paragraphs describe the WORLD DENTOFACIAL SLEEP SOCIETY organizational structure and governance. The WORLD DENTOFACIAL SLEEP SOCIETY is overseen by Officers and Board of Directors.
Officers include the following:
(D) President elect
(E) Immediate past president (ex-officio)
All Officer positions can consist of two people serving as co-officer with each person having full authority and responsibility of the position.
The Board of Directors is composed of the following:
(A) All officers
(B) Additional individuals representing geographic regions and societies.
All WORLD DENTOFACIAL SLEEP SOCIETY Officers and Board of Director terms of office are four (4) years. Each officer and member of the Board of Directors has one vote in all matters concerning proposals brought forth involving program initiatives, official policies, committee appointments, committee recommendations, and changes in governance. Industry representatives cannot serve on the Board of Directors or as an Officer. An individual may not concurrently hold more than one position as an officer or on the Board of Directors. An individual may serve as an Officer or on the Board of Directors for no more than 12 years (except for the president-elect who may ascend to the presidency to serve as president one additional 4-year term).
The organizations shall also have an executive director who will manage the affairs of the organization, direct the organizations staff, and work with the Officers to manage the SOCIETY’s activities and initiatives. The executive director will be appointed by the WORLD DENTOFACIAL SLEEP SOCIETY Officers.
Section A. Officers
The president, president-elect, secretary, and treasurer will constitute the voting members of the Executive Committee. The Executive Committee is responsible for the administration of the WORLD DENTOFACIAL SLEEP SOCIETY and can act for the society in establishing its legal status. The Executive Committee may designate other persons to assist with specific society functions. Members of the Executive Committee have the exclusive executive powers granted to them by the bylaws and general procedures. Any voting member of the Executive Committee may propose a motion. If it is seconded by another voting member, a vote will be taken following discussion to accept or reject the motion. A simple majority will decide the result. Any member can request it be a secret vote. Executive Committee meetings are private with respect to attendance; however, the minutes will be provided to the Board of Directors. Others may be present and participate in discussions at the invitation and approval of the Executive Committee. To transact Executive Committee business a three (3) member quorum must be present for the vote. The Executive Committee will meet one (1) or more times per year and will hold regularly scheduled telephone conferences throughout the year. The Executive Committee is empowered to make decisions ordinarily made by and authorized by the Board of Directors when action needs to be taken between Board of Directors meetings. All actions taken by the Executive Committee shall be reported to the Board of Directors at its next scheduled meeting. Those actions must be approved by a simple majority vote of the Board of Directors in order to be continued.
The term of office for each Officer is 4 years. The president can serve two (2) consecutive terms as President. The President-elect will automatically be advanced to the position of President. If the President-elect is unable to assume this office, a new President will be elected; in the interim, the Executive Committee will appoint one of the officers to temporarily serve as President.
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot for election as Officers and Elected Council Members before the last day of the biennial WORLD DENTOFACIAL SLEEP SOCIETY Congress.
The President is the official spokesperson of the WORLD DENTOFACIAL SLEEP SOCIETY and acts on its behalf as authorized by the Board of Directors or as otherwise required when authorization of the Board of Directors is not feasible.
- The Secretary
The secretary takes and/or verifies the minutes of all General Membership, Board of Directors meetings, and Executive Committee Meetings. The Secretary is also responsible for preparing an annual report under direction of the President and with participation by all required members and officials of the society.
The treasurer is responsible for preparing an annual financial statement, for overseeing and keeping track of all funds, receipts, and expenditures of the WORLD DENTOFACIAL SLEEP SOCIETY. The treasurer is responsible for ensuring that all expenses accord with the adopted budget. The treasurer will also maintain a record of all dues received and delinquent. This information will be transmitted to Officers, Board of Directors, and general membership annually.
The president-elect will assist, under the direction of the president, in performing presidential duties. If during a term, the President is unable to continue to serve, the President-elect will become President and complete the term. The President-elect will then continue for the next term as President. If the President-elect acting as President is unable to assume the office or becomes unavailable, the remaining members of the Board of Directors shall choose an individual to complete the term.
- Past President (Ex-Officio)
The past-president will serve in ex-officio capacity to assist, and under the direction of the president, in performing presidential duties. The past-president will mainly serve as a consultant, provide advice, and provide continuity.
Section B. Elected Board of Directors
The elected Board of Directors will be elected by SOCIETY’s individual members who have paid their dues and are in good standing. The elected Board of Directors will represent different regions or different societies. The Board of Directors can vote to increase or decrease the number and geographic distribution of elected Board of Directors.
Section C. Individual Members
WORLD DENTOFACIAL SLEEP SOCIETY membership is open to scientists, physicians, dentists, psychologists, physiologists, anatomists, pathologists, nurses, physician assistants, technologists, students, other allied health personnel, and other medical and research personnel interested in sleep. The Board of Directors will establish membership categories and fees.
Article IV. Election and Succession Process
Elections will be held approximately every two (2) years in coordination with the biennial WORLD DENTOFACIAL SLEEP SOCIETY Scientific Meeting.
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot as candidates for Officers and elected Board of Directors. Ballots will consist of all individuals designated by the Nominating Committee for each office or position. Candidate names for each office or position will be listed alphabetically. The election will be accomplished by a secret ballot of the paid-up individual members, completed at the biennial WORLD DENTOFACIAL SLEEP SOCIETY scientific meeting.
All other Officer and positions on the Board of Directors falling vacant during a term will be filled by a vote of the Board of Directors. Time served during partial-terms by WORLD DENTOFACIAL SLEEP SOCIETY Officers or Board of Directors Members will not be counted toward term limits.
Article V: Committees
The WORLD DENTOFACIAL SLEEP SOCIETY will have two types of committees: Permanent Standing Committees and Presidential Committees. The president or designee of another officer by the president will act as an ex-officio member of each committee.
Standing Committees chairs will be appointed by the President subject to ratification by the Board of Directors. These permanent Standing Committees perform continuing functions and service required by the society. Committee members serve at the pleasure of the Officers and Board of Directors.
Presidential Committees will be appointed by the president on an as-needed basis to perform specific functions. Presidential Committees will address issues of interest to the membership and to fulfill Society functions. The name, composition, and mandate of such committees will be decided by the President, subject to ratification by the Board of Directors. These committees must not duplicate the function of any of the standing committees.
Section A. The Nominating Committee
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot for election as Officers and elected Board of Directors. Under normal circumstances, elections will be held for half of the Officer and Board of Directors positions, except president (because the president-elect ascends to presidency) every two years. Members of the Nominating Committee may not nominate themselves to be Officers or Board of Directors of the WORLD DENTOFACIAL SLEEP SOCIETY. The Chairperson is appointed by the President and must be ratified by the Board of Directors.
The Nominating Committee is responsible for the following:
* Announcing the upcoming election no less than four months prior to the beginning of voting
* Preparing a ballot for the election
* Ensuring at least one candidate are put on the ballot for every position of the elected Officers and Board of Directors.
Section B. The Scientific Meeting and Education Committee
The Scientific Program Committee will be responsible for all aspect of organizing, conducting the WORLD DENTOFACIAL SLEEP SOCIETY Scientific Meeting and educational seminar/webinars. The Chairperson is appointed by the President and must be ratified by the Board of Directors.
The Scientific Meeting and Education Committee is responsible for the following:
* Developing the content of the scientific meeting, including selection of speakers and content
* Developing a budget that is ratified by the Board of Directors
* Developing seminar and webinar content
* Developing course content, including selection of speakers and content.
* Providing updates and communication on the status of meeting to the Board of Directors and membership.
Article VI: Indemnification
To the full extent permitted by the Minnesota Nonprofit Corporation Act. as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, director or officer of the corporation, or he or she is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Article VII. Bylaw Amendment Procedures
Bylaw changes will normally be considered on a biennial basis at the scientific meeting. Petition to change the bylaws must be submitted in writing at least four (4) months before the biennial WORLD DENTOFACIAL SLEEP SOCIETY scientific meeting. Suggested bylaw changes must neither compromise the SOCIETY’s status as a 501c3 entity nor violate any laws. To institute a bylaw change, the amendment must be approved by the Board of Directors and receive approval by 75% or more of voting paid-up individual members.