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ADA clarifies bylaws related to extraordinary emergencies

Lessons learned from COVID-19 pandemic precipitate amendments

November 09, 2020

By David Burger

The 2020 ADA House of Delegates in October passed a resolution that simplifies and clarifies how a declaration of extraordinary emergency — such as a pandemic — is adopted.

A second resolution proposed additional provisions to the ADA bylaws that would take effect when a time of extraordinary emergency is declared either by the House of Delegates or the Board of Trustees when operations of the Association under the existing governance structure are impossible.

 Dr. Robert Wilson
Dr. Wilson
“After the lessons from the pandemic, good governance practices demand that we examine our governance documents and align them in preparation for that type of event,” said Robert J. Wilson, D.D.S., chair of the ADA Council on Ethics, Bylaws and Judicial Affairs, which presented the resolutions to the House of Delegates. “I do hope that the governance improvements contained in resolutions 92H-2020 and 93H-2020 mitigate any effect on the operations of the American Dental Association that a future crisis would present.”

Dr. Wilson said it is believed that the added clarity and understanding and the greater ease of referring to these particular provisions is beneficial, especially when the stress associated with a time of an extraordinary emergency is considered.

“The pandemic certainly has changed the way we look at many things,” Dr. Wilson said. “It has reminded us to expect the unexpected and always be prepared. [The pandemic] led to the realization that we could, one day, face emergency circumstances that prevent the Association from functioning under existing governance structure. The ability of our Association to function during a time of unique and extraordinary circumstances gained heightened focus.”

It was vital for the changes to be made, Dr. Wilson said.

“The House of Delegates determines the policies which govern the Association in all its activities,” he said. “The House has critical duties that must be accomplished for the Association to operate, including approval of the operating budget. With passage of these resolutions, the most vital functions required to operate can be accomplished even in an extreme situation. Organized dentistry is essential to maintain our status as a profession and our ADA Principles of Ethics and Code of Professional Conduct.”

The adoption of Resolution 92H-2020 amended the governing documents related to the mechanism of declaring a time of extraordinary emergency. Resolution 93H-2020 creates bylaws that take effect when a time of extraordinary emergency is declared in the event that the House of Delegates is not able to meet.

The vote requirement for the Board of Trustees to declare an extraordinary emergency has been changed from unanimous to a super majority. In addition, in the age of electronic voting, the time allowed for balloting to declare a time of extraordinary emergency by the House of Delegates has been shortened from 30 to 14 days.

“This allows the decision to declare a time of extraordinary emergency to be made more rapidly when circumstances require a rapid response,” Dr. Wilson said.

Resolution 93H-2020 specifies that if elections cannot be held due to an extraordinary emergency, the president-elect should ascend to president on schedule, and allows those who have been selected to serve as trustees by their districts to assume their offices, while allowing those trustees for whom a replacement has not been selected to continue until a new trustee is selected.

The amended bylaws ensure that the Association will be ready to respond to future emergencies, Dr. Wilson said, so that it can continue its mission of serving its member dentists.

“It is difficult to predict what other and when other emergencies may arise,” Dr. Wilson said. “But is likely that one day a crisis will occur that leads to the declaration of a time of extraordinary emergency. We could experience a large-scale cyberattack, a natural disaster or a man-made cataclysmic event. I am reticent to speculate on apocalyptic scenarios. I hope that we never face a situation that would require activation of the emergency bylaws.”