NDPO Bylaws

Preamble

NDPO is an organization of the dentists, and by the dentists. We believe dentists, as one of the most educated populations, will achieve big if working together.

We believe that we should empower this group of people who are equipped with wisdom and are generating great values for the world. It is of critical importance that we, as dentists, consider how to achieve this mission.

Definition

  1. Definition of NDPO

North American Dental Partners Organization, abbreviated NDPO, is a non-profit organization for partnering up dentists.

The organization is organized exclusively for charitable, educational, and scientific purposes for members under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

  1. Members

Members are committed to providing their best support to the improvement of the dentistry industry. Membership extends beyond dentists, and includes people in or outside this industry.

  1. Source of Funding

Membership fees and donations

  1. Nature of the Organization

Non-profit

  1. Structure of the Organization

By election and separation of powers, including Board of Trustees, Governing Body, Committee on Oversight, and Fund Management.

  1. Change of Bylaws

Bylaws can be changed by majority board members approval via email or regular board meetings

Chapter 1 Vision and Mission Statement

  1. Vision

NDPO is founded by a Chinese in the United States, with the mission to solidarize, lead, and serve dentists from all around the world, through which resources are dynamically distributed between dentists and businesses.

  1. Mission Statement

Assist dentists focusing on their expertise and enabling them to be emtionally contented and materially affluent.

Help people all around the world obtain healthy and beautiful teeth.

Serve enterprises with shared values.

  1. Values

Love and dedication.

Sharing of knowledge, resources, and long-term values, not for profitable purposes.

NDPO is organized and operated exclusively for exempt purposes, and none of its earnings may insure to any private shareholder or individual.

  1. Operating Philosophy

Cultivating the self, being aspirational, universal love, and exalting the worthy.

  1. Principles of Service

Our goal is to increase dentists’ happiness by providing services that enable them to have a greater peace of mind, less effort, and better risk management.

Chapter 2 Origin of Thoughts

    1. Why to create this organization?

    Digitalization of the dental industry is growing day to day with ever-increasing market share, posing challenges to dentists who feel pressured to stride in this area.

    Specifically, they feel that:

    1. With the expansion of technological companies or labs in the dental industry, dental offices have less advantage in bargaining with these companies or labs.
    2. Insurance companies, as the major resource for dental offices to obtain clients, have demanding expectations for lower pricing and more complicated payment settlement processes.
    3. Dental offices have to budget more for e-marketing.
    4. Cost in human labor and maintenance increases due to inflation.
    5. It is becoming more difficult to obtain new clients due to relatively mature market.
    6. DSOs are the biggest beneficiary of the profit. They do not offer fuel in snowy weather but tend to make matters worse.
    7. The young generation shoulders heavy loans from school and the dental offices, not to mention mortgages to purchase housing and cars. The average amount of money owed per person is $450,000, leading to highest suicidal rate among all industries.

    Who will be able to help them?

    The only answer is for dentists to solidarize. We should help each other and form our OWN organization.

    1. Principles to follow in an organization by the dentists

    2.1 This organization is not for the purpose of making profit.

    2.2 It is equipped with excellent management and operating systems. Person in charge should be a member or a dentist, chosen by election.

    2.3 It should be sufficiently funded.

    2.4 The ultimate outcome should be an affluent temple with poor monks. In other words, our organization becomes big, strong, and wealth, not individuals working for this organization.

Chapter 3 The Organization, Its Structure, and Operations

  1. The Organization
  • Non-profit, with the principle of operating at low cost, i.e., low salary, high benefits, and high status.
    • Salary level must follow IRS regulations for 501c non profit organizations
    • High benefits indicate accessing to all resources and benefits the organization has to offer.
    • High status means the respect and support each member receives.
  2. Structure

Election, Separation of Four Powers: Board of Trustees, Governing Body, Committee on Oversight, and Fund Management

  • Board of Trustees: Five members minimum, and up to 13 dpending on number of members.

Responsibilities: Select the Governing Body; Review and vote on important decisions; A person of aspirations takes on this role at the beginning, and elections take place every four years with the option for this person being re-elected; Vote to choose one more board member with the addition of every 100 members.

  • Governing Body: Number of people depends on that of members

Responsibilities: Be responsible for the daily operations of the organization; Report to Board Chair and the Board of Trustees.

  • Committee on Oversight: 1-3 people

Oversee the operations of the organization; Propose and implement disciplinary consequences; Be recommended by the Board of Trustees and elected by referendum based on character; long-term position; be filled following the same procedure.

  • Fund Management

Manage corporations of the members, and properties, resources, and fund donated by members.

  • Board Chair
    • Board chair is elected by members. Candidates should submit applications and go through the process of speech and debate. The one who has won the most votes from members gets elected.
    • By the same token, Board of Trustees is elected.
    • Term: Two years
  • Secretary General

Secretary General is appointed by Board Chair, among members or non-members.

  • Board of Trustees: Meeting Time, Location, Format and Frequency
    • Board should meet at least four times a year to discuss developmental plans and services to members, as well as make plans for valuable and influential events.

Location and Format: There is no restrictions to the locations of board meeting. Live stream is provided to all members.

  • Annual Salary of the Leader of the Governing Body

Annual salary of the leader of the Governing body should not be higher than that of the leader of a similar organization

Chapter 4 Rights and Benefits

  1. Rights and Benefits of the Board of Trustees
    • All rights and benefits from the brands and donations under NDPO, giving dentists full access to all resources.
    • The right to decide whether to continue growing new members and what members.
    • The right to decide on the business directions on how to support dentists and what services should be provided.
    • The right to decide on organization philosophy and values.
    • The right to select the Governing Body, although the leader of the Governing Body reports directly to the Board Chair.
    • The right to monitor and report any behaviors that damage the organization and its members.
  2. Rights and Benefits of Individual Members
    • The right to vote
    • The benefit of sharing resources
    • The benefit of accessing all services to dental offices
    • The benefit of accessing emergency assistance plan
    • The benefit of education fund for their children
    • The benefit of retirement planning service
    • The benefit of interest-free dental office development plan (Good Dentists Nurturing Plan, helping excellent people grow and develop)
  3. Responsibilities of Members
    • Membership fee, see Appendix 1 for benefits and fees
    • Donations (no bottom line or limit)
    • Responsibility of advancing and improving the organization
    • Referring new members
  4. Termination of Membership
    • Members who stop paying membership fee before becoming lifelong members
    • Those whose memberships are terminated by the organization.

Chapter 5 Subordinate Organization

  1. Dentist Support Fund

This fund is initiated with the data in mind that suicidal rate of dentists is two times higher than the average population. It is to help dentists out of difficult situations, and will provide property and funding support from the organization, as well as donations.

  1. Development Fund

This fund is to help dentists expand their dental offices, open chains, and make investments. Return on the investments goes back to NDPO.

Chapter 6 How to Become a Member

 

Application – Review – Approval – Membership Fee – Completion

 

Chapter 7 Services and Plans

  1. Services
    • Hiring and referring dentists and staff members
    • Branding and design
    • Website and marketing
    • Revenue growth
    • Software development, i.e., digitalization
    • Training and continued education
    • Operation and management of dental offices
    • Group purchasing of dental consumables
    • Excellentinsurance plans for employees
    • Advancepayment service

Appendix 2: Apricot Grove Plan

Chapter 8 Service Plan for New Dentists

  1. Mentorship plan between experienced and new dentists
    • Mentorship plan is self-explanatory. New dentists have mentors, who at the same time receive assistance from the former.
    • It provides shared dental offices so new dentists are employed upon graduation.
  2. Career and business opportunities in the United States for new dentists from around the world

Chapter 9 Funding

At the early stage, fund originates from donations from founding members. Membership fees and donations from the society, as well as sponsors from enterprises will end up being the major source.

Chapter 10 Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of IRC Section 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Appendix 1: Membership Benefits and Fees

Premium Member: $150 per person per year. Benefits include:

  1. Access to member exclusive online professional training courses
  2. Access to member exclusive workshops (travel expenses are not included)
  3. Eligible for group purchase discount of dental supplies by manufacturers
  4. Eligible for member exclusive product discounts from brand name merchants
  5. Mentor program connecting senior dentists with students / new dentists
  6. Access to job postings on NDPO website
  7. Access to multiple dentistry network opportunities
  8. Access to group retirement plan

Founding Member: $3,000 per person per year. Benefits include:

  1. Membership fee is $3000 for the first year and $150 per year after that
  2. Has right to participate board meetings and vote board members
  3. Eligible to be voted as board member
  4. Access to member exclusive online professional training courses
  5. Access to member exclusive workshops (travel expenses are not included)
  6. Eligible for group purchase discount of dental supplies by manufacturers
  7. Eligible for member exclusive product discounts from brand name merchants
  8. Access to job postings on NDPO website
  9. Access to multiple dentistry network opportunities
  10. Access to group retirement plan

Free Student Member: fee waived for the first year, Benefits include:

  1. NDPO offers a free three-year membership to dental school students 
  2. This free membership gives the same benefit as the premium membership.
  3. To maintain this free membership it is required to volunteer at least four times a year at NDPO conferences or training events.

Sponsor Member (Fee Waived), Benefits include:

  1. NDPO offers free membership to representative of sponsors
  2. Certain minimum donation is required

Appendix 2: Apricot Grove Plan (Abbreviated Version)

Apricot Grove Plan is an executive plan by NDPO, aiming for solidarizing dentists and their resources. It is a plan for the dentists, by the dentists.

  1. Mission

Help experienced dentists expand, and new dentists build dental offices, equipping the society with growing number of excellent dentists with skills and character.

  1. Goal

Make Apricot Grove a synonym for character and techniques to create a No. 1 brand.

  1. Experienced dentists to expand their dental offices

Enable experienced dentists to have their own century-old dental offices.

Apricot Grove plan nurtures talents, help with marketing, increase revenues, improve branding, share right restructuring, and build century-old dental offices.

  1. New dentists to build their dental offices

Enable new dentists to grow smoothly into a professional

  1. With no changes to the share right, NDPO members keep name of their dental offices. Our dentists contribute their expertise. We will take care of the operations.

In a word, dentists hand over whatever they are weak at to the Apricot Grove team.

Specifically, dental offices will have:

Unified brand: Apricot Grove

Management: DSO model to provide services to dental offices and increase reviews

Services: Hiring, training, operation and management, marketing

Revenue growth: Addition of dentists and services, medical billing area

Strategies: Capital attraction, unified branding, talent pool, share right restructuring

Appendix 3: Conflict of interest

 Conflict of Interest.  The purpose of the conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable California and federal laws governing conflict of interest applicable to nonprofit and charitable corporations and is not intended as an exclusive statement of responsibilities, nor is it intended to prohibit, restrict, or otherwise limit actions not prohibited, restricted, or otherwise limited under applicable law.

  1. A)        Definitions:

Unless otherwise defined, the terms used in this section have the following meanings:

  1.     “Interested Persons” – Any director, principal officer, or member of a committee with governing Board of Directors delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person.
  2.     “Financial Interest” – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a)    An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;

(b)   A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or

(c)    A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

  1.     “Prohibited Transaction” – A transaction in which the value of the economic benefit provided by the corporation to the Interested Person exceeds the value received by the corporation.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing Board of Directors or committee decides that a conflict of interest exists.

  1. B)        Procedures
  2.         Duty To Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors, who are considering the proposed transaction or arrangement.

  1.         Determining Whether A Conflict Of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board of Directors members shall decide if a conflict of interest exists.

  1.         Procedure For Addressing The Conflict Of Interest

In the event that the Board of Directors determines that a proposed transaction or arrangement presents a conflict of interest, the Board of Directors shall take the following actions:

(a)    An interested person may make a presentation at the Board of Directors meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b)   A disinterested member of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to, and negotiate terms concerning, the proposed transaction or arrangement.

(c)    After exercising due diligence, the Board of Directors shall determine whether the corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement.  If a more advantageous transaction or arrangement is not reasonably possible, the Board of Directors shall determine by a majority vote of all the directors in office, without counting the vote of any Interested Person, whether the proposed transaction or arrangement:

(i)    is in the corporation’s best interest;
(ii)   is for the corporation’s own benefit;
(iii)  is fair and reasonable;
(iv)  is at least as advantageous as all transactions or arrangements the corporation can obtain with reasonable effort under the circumstances; and
(v)   does not provide an economic benefit to the Interested Person greater in value than that received by the corporation.

The Board of Directors shall make its decision as to whether to enter into the transaction or arrangement in conformity with this determination.

 Violations Of The Conflict Of Interest Policy

If the Board of Directors has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records And Procedures:  The minutes of the Board of Directors shall contain:

(a)    The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ decision as to whether a conflict of interest in fact existed.

(b)   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 Annual Statements

Each director, principal officer and member of a committee with Board of Directors-delegated powers shall annually sign a statement which affirms such person:

(a)    Has received a copy of the conflict of interest policy;

(b)   Has read and understands the policy;

(c)    Has agreed to comply with the policy; and

(d)   Understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

© 2022 NDPO（North American Dentist Partners Organization）
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