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Articles of Association of THE ASSOCIATION OF DENTAL IMPLANTOLOGY UK

1. INTERPRETATION

In these Articles:-
"the Act" means the Companies Act, 1985.
"the Committee" means the Management Committee of the Association.
"Secretary" means any person appointed to perform the duties of a secretary of the Association.
"the United Kingdom" means Great Britain and Northern Ireland.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Association.

2. OBJECTS

The Company is established for the objects expressed in the Memorandum of Association.

3. MEMBERS

The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership shall be members of the Association.

The categories of membership shall be, namely:-

1. Honorary Member
2. Full Member Clinical (individual membership)
Full Member Technical (one senior technician representing the laboratory)
3. Overseas Clinical
Overseas Technical
Dental Nurse
Dental Hygienist
Dental Therapist
Practice Manager
Undergraduate or postgraduate student
enrolled in fulltime training programme(proof of study required)
Retired Full Member
Company (one senior representative acting for the company)
3.1  Honorary Member: Honorary Membership may be conferred upon a person having demonstrated an outstanding contribution to the Association or to implant dentistry. Upon unanimous endorsement of a nomination received by the committee, Honorary Membership will then be conferred at the Annual General Meeting of the Association. Honorary Members will normally be limited to ten in number at any one time, and will have all the privileges of the Association. Membership includes the cost of the adopted journal of the Association.
3.2 Full Member: Full Members will have the right to vote and be unlimited in number. Only Full Members will be able to hold office on the Committee of the Association. Application to become a Full Member must be sent to the Honorary Secretary with the subscription. There are no requirements for nomination. No full member shall be entitled to exercise any voting rights unless the full annual subscription has been paid. Membership includes the cost of the adopted journal of the Association.
 
(i) Full Member (Clinical): Members must be registered with the General Dental Council as a dental surgeon or General Medical Council or hold such other qualification as the committee approve.
(ii) Full Member (Technical): Any dental technician (normally registered) involved with, or interested in any aspect of implant dentistry.
3.3 Member: All other categories of membership will be non-voting and can be unlimited in number. There are no requirements for nomination. Application to become a Member must be sent to the Honorary Secretary with the appropriate subscription payment. Membership may include the cost of the adopted journal of the Association, (see item 4.5.) or an option will be available for paying for the cost of the journal when applying for membership.
(i) Any non resident UK clinician or technician registered to work in the country where practice/laboratory is located involved with, or interested in any aspect of implant dentistry.
(ii)  Any dental nurse, dental hygienist, dental therapist, practice manager involved with, or interested in any aspect of implant dentistry.
(iii)   Any dental undergraduate or registered dental surgeon enrolled in full-time training programmes.
(iv) Any retired dental surgeon or dental technician interested in any aspect of implant dentistry.
(v) Any senior member of a commercial organisation involved with or interested in any aspect of implant dentistry.

4. SUBSCRIPTIONS

4.1. Annual membership fees for each category of membership shall be agreed by the Committee of the Association each year and notified to the membership at the Annual General Meeting.
4.2. All subscriptions shall be paid by the end of each financial year of the Association, preferably by direct debit mandate on 1st January.
4.3. On subsequent change in category of membership the revised subscription rate shall apply from the first day of the Subscription Year of the Association.
4.4. A Member who has failed to pay the subscription by 28 February will normally be issued with a reminder by the Administrative Secretary. If no payment has been received by the end of the financial year, the membership shall be terminated. A Member shall not enjoy any of the privileges of membership of the Association until the annual subscription has been paid. Reinstatement shall be possible after payment has been made.
4.5. The cost of a journal is included for the categories of Honorary, Full Membership and the Member categories: Overseas, students, dental hygienists, dental therapists and retired. All other categories have the option to pay an additional fee to subscribe to the journal.

5. APPLICATION FOR MEMBERSHIP

5.1 Application for Membership shall be sent to the Secretariat on the Membership Application form of the Association, accompanied by the appropriate subscription for the category of Membership required. The successful applicant shall normally receive notification of Membership within one calendar month of receipt of the application.
5.2 An application for Membership may be rejected by the Committee. The Committee shall have the right for good and sufficient reason to refuse Membership provided that the applicant concerned shall have a right to be heard before a final decision is made.

6. CESSATION OF MEMBERSHIP

Membership of the Association may cease or be terminated at the discretion of the Committee in the following circumstances:-

6.1. If written resignation is received by the Secretariat.
6.2. If the Member’s name has been removed from the Dental or Medical Register.
6.3. If a Member has failed to pay the appropriate subscription by the end of the financial year as detailed under "Subscriptions" in Article 4.4 of the Association.
6.4 The Association may expel any Member against whom charges of conduct or practice prejudicial to the interests of the Association are deemed by the Committee to be proved. If the Committee is of the opinion that cessation of membership of any individual is necessary in the interests of the Association it shall instruct the Honorary Secretary to invite the person concerned to resign within one calendar month of receipt of such notice. In default of such resignation, the question of expulsion from the Association shall be submitted to a Special General Meeting or the next Annual General Meeting whichever is the sooner to be held within 3 months of the date of such notice. At such a meeting the Member whose expulsion is under consideration shall be allowed to offer explanation of his conduct either verbally or in writing and if thereupon three quarters of the Full and Honorary Members present shall vote for expulsion of the individual concerned shall cease to be a Member of the Association. At such a meeting a quorum of 20 Full and Honorary Members must be present and voting shall be by secret ballot.

7. ORGANISATION OF MEMBERSHIP INTO REGIONS

7.1. The National membership of the Association shall be divided into the followingten regions:-
Wales
Scotland
Northern Ireland
North West England
North East England
West Central England
East Central England
London
South East England
South West England
7.2. Each region shall have its own elected Regional Representative who will represent that region as a member of the Committee of the Association. This person shall also be responsible for coordinating regular local meetings for the Region’s members. The nature, number and location of the local meetings shall be in response to the needs of the regional membership and may be organised by another person or persons.

8. OFFICERS OF THE ASSOCIATION

8.1. The officers of the Association shall be the President, President Elect, Immediate Past President, Honorary Secretary, Honorary Treasurer, Director of Education, Scientific Coordinator, Technical Representative and the elected Regional Representatives.
8.2.  All Officers of the Committee of the Association shall retire from office at the end of their stated term of office.
8.3. The President, President Elect and Immediate Past President shall each hold office for a period of two years commencing from the appropriate Annual General Meeting. The Honorary Secretary and Honorary Treasurer shall hold office for a period of three years commencing from the appropriate Annual General Meeting. The Scientific Coordinator, Technical Representative, Director of Education and Regional Representatives and shall each hold office for a period of two years commencing from the appropriate Annual General Meeting.
8.4.  The President Elect shall be elected from full members of the committee of the Association.
Nominations shall require a proposer, this being a member of the Committee of the Association.
Nominations shall be submitted to the Secretariat of the Association on a date agreed by the Committee before the given date of the Committee meeting immediately prior to the Annual General Meeting. If more than one nomination is received, the nominees will state their objectives in electronic format in order for a web ballot to take place. If more than two nominations are received, a first round ballot by the full Committee will take place. The two nominations receiving the highest number of votes will then contest a second round of voting by the full Committee to determine the elected officer. After holding office for two years, the President Elect shall assume the office of President of the Association. After holding office for two years, the President shall assume the office of Immediate Past President of the Association.
8.5. Past President shall not normally be eligible for re-election as President. Only in exceptional circumstances and with the consent of the Committee may a Past President be eligible for re-election.
8.6.  The offices of Honorary Secretary and Honorary Treasurer may both be held by the same person at the discretion of the Committee. The officer(s) shall normally be elected from past or present members of the Committee. The nomination shall require a proposer, this being a member of the Committee of the Association. Nominations shall be sent to the Secretariat of the Association at least fourteen days before the given date of the Committee meeting immediately prior to the Annual General Meeting. If more than one candidate is nominated, a vote shall be held at the appropriate Committee meeting to determine the elected officer. The Honorary Secretary and Honorary Treasurer shall be eligible for re-election to a further period of office of three years. The maximum permitted term of office shall be six years.
8.7. The office of Director of Education shall normally be elected from past or present members of the Committee. The nomination shall require a proposer, this being a member of the Committee of the Association. Nominations shall be sent to the Secretariat of the Association at least fourteen days before the given date of the Committee meeting immediately prior to the Annual General Meeting. If more than one candidate is nominated, a vote shall be held at the appropriate Committee meeting to determine the elected officer. The Director of Education shall be eligible for re-election to a further period of office of two years. The maximum permitted term of office shall be four years.
8.8. The office of Scientific Coordinator shall be appointed by the President to coincide with the start of their term of office, commencing at the appropriate Annual General Meeting. The main role of the Scientific Coordinator shall be to coordinate the scientific programme for all meetings designated by the committee of the Association. Their attendance at Committee meetings shall be at the invitation of the Committee and the position shall carry no voting rights.
8.9. The Regional Representatives shall be elected by the Full Clinical Members of that region. All Full Clinical Members will be invited to nominate themselves for election. All nominations must be received in writing six weeks prior to the given date of the Annual General Meeting. For each region where more than one nomination is received, a postal ballot of all the Full Clinical Members in that region shall be organised by the Association Secretariat. The successful Representative shall be notified prior to the Annual General Meeting and be announced at that meeting. Where no nominations are received from a region, the Committee may approach a Full Clinical Member from that region. If they agree to stand for the position of Regional Representative, this will be carried as though they had been elected in the manner stated above.
8.10. The Technical Representative shall be selected from the Full Technical Members of the Association. All Full Technical Members will be invited to nominate them-selves for election. All nominations must be received in writing six weeks prior to the given date of the Annual General Meeting. Where more than one nomination is received, a postal ballot of all the Full Technical Members shall be organised by the Association secretariat. The successful Representative shall be notified prior to the Annual General Meeting and be announced at that meeting. Where no nominations are received, the Committee may approach a Full Technical Member. If they agree to stand for the position of Technical Representative, this will be carried as though they had been elected in the manner stated above.
8.11. A retiring Regional Representative and Technical Representative Committee member shall be eligible for re-election.
8.12. The Association may from time to time by ordinary resolution increase or reduce the number of Committee members.
8.13.   The Committee shall have power at any time to co-opt any Member of the Association, or in exceptional circumstances other person, to serve as a Committee member, either to fill a vacancy or as an addition to the existing members but so that the total number of Committee members shall not at any time exceed any maximum number fixed in accordance with these Articles. Any Committee member so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for election. They shall have no vote in the deliberations of the Committee. A co-opted member of the Committee who is subsequently elected as an officer shall enjoy the rights and privileges of full membership of the Committee.

9. PROCEEDINGS OF THE COMMITTEE

9.1. The maximum number of Committee members shall be determined by the Association in its Annual General Meeting, but unless and until so fixed there shall be no maximum number. The minimum number of Committee members shall be five.
9.2. The Committee members shall be paid all reasonable expenses properly incurred by them in attending and returning from Committee meetings or General Meetings of the Association or in connection with the business of the Association provided that claims are accompanied by documentation of proof of purchase.
9.3. The Committee shall meet together for the dispatch of business, adjourn, and other- wise regulate their meetings, as they think fit. There shall be a minimum of three such meetings a year. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A Committee member may, and the secretary on the request of a Committee member shall, at any time summon a Committee meeting.
9.4. The Committee may fix the quorum necessary for the transaction of the business of the Committee and unless so fixed shall be one-third of the membership of the Committee, subject to a minimum of five.
9.5. The Committee may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of committee members, the Committee may act for the purpose of increasing the number of its members to that number, or of summoning an Annual General Meeting of the Association, but for no other purpose.
9.6. The President of the Association will chair Committee meetings but, if the President is unable to attend the meeting, the President Elect will chair the Committee meeting. If neither the President or President Elect are present within fifteen minutes after the time appointed for holding the same, the Committee members present may choose one of their number to chair the meeting.
9.7. The Committee shall cause minutes to be made:
(a) of all appointments of officers made by the Committee;
(b) of the names of the Committee members present at each Committee Meeting;
(c) of all resolutions and proceedings at all meetings of the Association, and of the Committee;
9.8. The minutes of Committee meetings of the Association shall be circulated only to members of the Committee and shall remain confidential.
9.9. The Committee may delegate any of their powers to Sub-Committees consisting of such persons as they think fit. Any sub-committee so formed shall conform to any regulations that may be imposed on it by the Committee and shall report all acts and proceedings to the Committee as soon as is reasonably practicable, and shall include at least one Committee member.
9.10. A Sub-Committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to chair the meeting.
9.11. A Sub-Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.
9.12. All acts done by any meeting of the Committee or of a Sub-Committee, or by any person acting as a Committee member, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Committee member.
9.13. A resolution in writing, signed by all the Committee members entitled to receive notice of a Committee meeting, shall be as valid and effectual as if it had been passed at a Committee meeting duly convened and held, and may consist of several documents in like form each signed by one or more Committee members.

10. DISQUALIFICATION OF COMMITTEE MEMBERS

10.1. The office of Committee member shall normally be vacated if the Member:
(a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(b) becomes prohibited from being a Committee member by reason of any order made under Section 295 of the Act; or
(c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
(d) resigns his office by written notice to the Association;
(e) is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest as required by Section 317 of the Act, unless declared to and approved by the Committee of the Association.
10.2. A Committee member shall not vote in respect of any contract in which he is interested or any matter arising thereat, and if he does so vote his vote shall not be counted. All Committee Members shall state any commercial or financial interests as these become known.

11. GENERAL MEETINGS

11.1. The Association shall each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and normally not more than fifteen months shall elapse between the date of one Annual General Meeting of the Association and that of the next. The Annual General Meeting shall be held at such time and place as the Committee shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
11.2. The Committee may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by the Act. If at any time there are not within the United Kingdom sufficient members of the Committee to form a quorum, any member of the Committee or any two members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Committee.
11.3. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least twenty one day’s notice in writing. Other meetings shall be called by at least fourteen day’s notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day of the meeting and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons as are, under the Articles of the Association, entitled to receive such notices from the Association:
11.4. Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:
(a) in the case of the Annual General Meeting, by all the Members entitled to attend and vote; and
(b) in the case of any other meeting, by a majority of the Members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the Members.
11.5. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

12. PROCEEDINGS AT THE ANNUAL GENERAL MEETING

12.1. The business to be transacted at an Annual General Meeting shall include the consideration of the accounts, balance sheets, and the reports of the Committee and auditors; the announcement of members of the Committee in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
12.2. No business shall be transacted at any Annual General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business: a minimum of ten Members present in person shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if con-vened upon the requisition of members, shall be dissolved; in any other case it shall be adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine.
12.3. The President of the Committee shall chair the Annual General Meeting of the Company, or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the Committee present shall elect one of their number to chair the meeting.
12.4. If at any meeting no Committee member is willing to act as chairman or if no Committee member is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to chair the meeting.
12.5. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
12.6. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
(a) by the chairman; or
(b) by at least two Members present;
12.7. Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
12.8. The demand for a poll may be withdrawn.
12.9. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.
12.10. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

13. VOTE OF MEMBERS

13.1. Every Honorary and Full (Clinical or Technical) Member shall have one vote.
13.2. No member shall be entitled to vote at any Annual General Meeting unless all moneys presently payable to the Association have been paid.

14. BORROWING POWERS

14.1. The Committee may exercise all the powers of the Association to borrow money, and to mortgage or charge its undertaking and property, or any part thereof.

15. COMPANY SECRETARY

15.1. Subject to Section 283 of the Act a company secretary shall be appointed by the Committee for such term at such remuneration and upon such conditions as the Committee may think fit; and any secretary so appointed may be removed by it: provided always that no Committee member may occupy the salaried position of company secretary.
15.2. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Committee member and the secretary shall not be satisfied by its being done by or to the same person acting both as Committee member and as, or in place of the secretary.

16. AUTHORISED SIGNATORIES

16.1. The authorised signatories for the Association shall be the Honorary Secretary, Honorary Treasurer, President or Administrative Secretary. All financial instruments and agreements for sums greater than £1000 (or such other amount as might be decided upon by the Committee) must be countersigned by a second authorised signatory and where requested by the Treasurer, Secretary or President, the London representative member of the committee may act as authorised signatory.

17. ACCOUNTS

17.1. The Committee shall cause accounting records to be kept in accordance with sections 221 - 222 of the Act.
17.2. The accounting records shall be kept at the registered office of the Association or, subject to Section 227 of the Act, at such other place or places as the Committee thinks fit, and shall always be open to the inspection of the officers of the Association.
17.3. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of Members not being Committee members, and no Member (not being a Committee member) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Committee or by the Association in its Annual General Meeting.
17.4. The Committee shall from time to time in accordance with Sections 238‹242 of the Act cause to be prepared and to be laid before the Association in its Annual General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.
17.5. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in its Annual General Meeting, together with a copy of the auditor’s report, and the Committee’s report, shall not less than twenty-one days before the date of the meeting be sent to every Member of the Committee of the Association.

18. AUDIT

18.1. Auditors shall be appointed and their duties regulated in accordance with Sections 384-392 of the Act.

19. NOTICES

19.1. A notice may be given by the Association to any Member either personally or by sending it by post to him or to his registered address supplied by him to the Association for the giving of notice to him. Proof that an envelope containing a notice was properly addressed, prepared and posted shall be conclusive evidence that the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
19.2. Notice of every Annual General Meeting shall be given in any manner hereinbefore authorised to:-
(a) every Member of the Association;
(b) the auditor for the time being of the Association;
19.3. No other person shall be entitled to receive notices of Annual General Meetings.

20. DISSOLUTION

20.1. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.

21. RULES OR BYE LAWS

21.1. The Committee may from time to time make such Rules or Bye Laws as it may deem necessary or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes of and conditions of Membership, and in particular but without prejudice to the generality of the foregoing, it may by such Rules or Bye Laws regulate:
(a) The admission and classification of Members of the Association, and the rights and privileges of such Members, and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.
(b) The conduct of Members of the Association in relation to one another, and to the Association’s employees.
(c) The setting aside of the whole or any part or parts of the Association’s premises at any particular time or times or for any particular purpose or purposes.
(d) The procedure at general meetings and meetings of the Committee and Sub-Committees in so far as such procedure is not regulated by these Articles.
(e) And, generally, all such matters as are commonly the subject matter of Company rules.
21.2. The Association in its Annual General Meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions to them and the Committee shall adopt such means as they deem sufficient to bring to the notice of members of the Association all such Rules or Bye Laws, which so long as they shall be in force, shall be binding on all members of the Association. Provided, nevertheless, that no Rule or Bye Law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Association.
Registered Company Number: 2260991
Registered Charity Number: 800238
Registered Office: Neptune House, 70 Royal Hill
London SE10 8RF
Secretariat: 98 South Worple Way
London SW14 8ND
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