BY-LAWS OF THE ASSOCIATION
NAMED

CONTINENTAL EUROPEAN DIVISION OF THE INTERNATIONAL

ASSOCIATION FOR DENTAL RESEARCH

 

Article 1:

Has been established between the individuals conforming to the by-laws hereinafter and those who will adhere to them later, and follow the terms stated herein, an Association registered and ruled by the laws in force concerning associations, and by the by-laws herein.

The Association shall be registered at the Associations register of the Court of Regensburg.

 

Article 2: Objects

The Association has been established:

1) to promote and develop the advancement of research in all branches of dental sciences and in the related fields of the sciences that contribute directly to the development of oral health.

2) it applies to research workers from all over Continental European countries and constitutes one of the Divisions of the International Association for Dental Research whose Head Office is in the United States at Washington D. C. (USA).

 

Article 3:

The Association is named:

Continental European Division of the International Association for Dental Research.

 

Article 4:

The Head Office is in Regensburg, Dental School, University of Regensburg, D-8400 Regensburg (Germany).

 

Article 5:

The existence of the Association is indefinite in time.

 

Article 6:

Any individual who is interested in dental research shall be eligible to membership in this Association, provided:

1) such person has conducted some works in dental research and has presented the results of these works to some scientific meetings, or has published them.

2) that such individual adheres to the by-laws herein and conforms to the decisions of the General Assembly.

3) that he fills in an application form declaring candidacy that shall be presented to the Division committee.

4) that his candidacy is approved by the unanimous vote of the Board.

5) that he pays annual dues whose amount shall be determined on recommendation of the Board, by the General Assembly.

6) Supporting members can be corporations or individuals, who are interested in the furtherance of dental science.

7) A student member can be an undergraduate student currently enrolled in a recognised academic institution who does not hold an academic appointment and who is interested in dental research. A Student member can also be any academic individual (who is interested in dental research) up to four years after his/her graduation to be a dentist or to any other similar academic degree. Student members must become members when eligible or be dropped from membership. The Student member shall have all rights and privileges of active membership but shall have no vote.

The Board shall approve or refuse candidacy for membership without being obliged to give an explanation for their decision.

 

Article 7:

Membership may be discontinued for any member:

1) On the urging of the Board upon failure to pay dues of for any serious reason, before the General Assembly and if the decision is confirmed by not less than two-thirds of the members present.
The person whose membership is threatened with termination, shall be entitled to appear before the members of the meeting or submit a written statement to defend his rights to membership and may have a vote on the matter.

2) Membership may be terminated by any member by delivery of a formal notice of resignation addressed to the President of the Division at the Head Office. It shall take effect from the day of receipt, but the resigner shall remain bound to payment of dues of both past and present years.
Any decease, resignation or forfeiture of one or several members will not result in the end of the Association, which continues among its remaining members.

 

Article 8:

The Division is administered by the Board.

The Board is limited to 12 officers, with the guiding principle of an approximate proportionality with the number of members per country and a number of outside tasks. If the Division is eligible for more than 2 Councillors, the number of Board members will be increased accordingly.

The Board consist of:

 

Functions

Term in years

1.

President

1

2.

Immediate past-President

1

3.

President-elect

1

4.

Secretary

6

5.

Treasurer

6

6.

1. Councillor

3

7.

2. Councillor

3

8.

Member

3

9.

Member

3

10.

Member

3

11.

Member

3

12.

Member

3

The first three functions are related to the organisation of the CED Annual Meetings, which means that the President-elect automatically becomes President the next year, and Immediate past-President the year afterwards. If there is no CED Annual Meeting, the President(s) stay on for one more year. The office of the Treasurer and of the Secretary can be handled by the same individual if appropriate.

The Secretary, the Treasurer and the Councillors are eligible for re-election. The members are on the Board for 3 years. However, a member may be proposed as Councillor. The Councillors are proposed by the Board. All officers of the Board are elected by the General Assembly.

Should vacancies occur between two annual meetings, the Board may appoint ad interim officers for the remainder of the unexpired term to replace the missing ones whatever the reasons for the termination of their office.

The Board must see to the replacement of the officers if their remaining number is less than 4.

At the first succeeding Annual Meeting, members shall hold the final election.

The ad interim officers of the Board, appointed under the circumstances mentioned above, shall hold their office, only until the expiry of their predecessors' term of office. They shall cease to be Members of the Board in case of resignation, death, or forfeiture of membership in the Association.

 

Article 9:

An officer of the Board shall not be paid for his services.

The Board is entitled to associate itself with or to nominate either temporarily or permanently, any advisers, (chosen either among the members of the Association or elsewhere), that may contribute to the furtherance of the Association. The Board shall assume the costs of the services of these advisers.

 

Article 10:

The Board shall be convened by its President or by the Secretary, as often as deemed necessary in the best interest of the Association.

Decisions are settled by vote.

In case of a tie, the President shall cast the deciding vote. Decisions taken by the Board, shall be recorded by minutes and co-signed by the President of the meeting and the Secretary.

 

Article 11:

The Board is entrusted with full authority to take and allow any course of action in harmony with the law and the by-laws of the Association.

 

Article 12:

The President and the Treasurer of the Association represent the Association and is governing body according to § 26 BGB (German Law). The President and the Treasurer may each represent the Association individually. The responsibility for all decisions is assumed by the President unless taken from his authority by the Board or explicitly assigned to them by law or by the by-laws herein. The President shall see that the decisions of the Board are executed. He shall moreover see that the Association activities are carried out regularly.

 

Article 13:

The Board may establish internal regulations concerning the terms of the relationship between the Association and its members. The Board may designate membership for committees created by them for special functions and decide on the chairmanship of the committees. The committees report to the Board.

 

Article 14:

The General Assembly is composed of all the members of the Association. Proxies may only be delegated from among the members of the Association. The General Assembly shall meet at least once each year on the location indicated in the notice of convocation.

General meetings may be convened as often as may seem desirable. Members shall be convened by the President of the Association by press or by letter provided notice of the meeting shall have been mailed at least 15 days prior to the date on which the meeting is called. The convocations shall briefly state the order of business.

The meetings are presided by the President of the Association or in case of his absence by the oldest member of the Board.

 

Article 15:

Decisions are reached by majority vote of the members in attendance or delegated, with the exception of what is mentioned in art. 17 here below and in art. 7 here above.

 

Article 16:

The General Assembly shall audit the report of the Board on their management, and on the conduct of their office, on the financial status of the Association,

- shall sanction the accounts of assets, and the past balance sheet,

- shall see if necessary, to the replacement of the members of the Board,

- shall debate on all the motions put in the order of business that may concern the development of the association and the conduct of its interests.

 

Article 17:

An extraordinary meeting of the General Assembly is entitled to make any amendment to the present by-laws that may seem desirable. Among other things, it may decide on the dissolution of the Association, on its merge, or its union with other associations, having similar goals. Its resolutions shall require no less than a 3/4ths majority of the ballots of members present or delegated.

 

Article 18:

The debates of the General Assembly at the Annual Meeting, shall be recorded in minutes co-signed by the President of the Meeting, the Secretary and the other Members of the Board present at the Meeting.

Copies or extracts of these minutes shall be signed either by the President or the Secretary.

 

Article 19:

The financial resources of the Association consist of:

1) annual dues of its members.

2) grants and endowments.

3) interests, incomes, bonds, or any securities that the Association may possess.

4) and any other sources of income, provided they are not in conflict with enforced law and regulations.

 

Article 20:

The funds of the Association may only be used for the object defined in article 2 here above. Members of the Association do not receive any shares from the Association's financial resources.

 

Article 21:

The social year begins on January 1st and ends on Dec. 31st.

 

Article 22:

The Association can be dissolved by decision of the General Assembly provided the debates conform to the terms stated in article 17 here above. It shall then determine transmission of the properties belonging to the Association according to regulations of the country, where the Association is registered.

 

Article 23:

The Treasurer, Prof. Dr. Gottfried Schmalz, University of Regensburg (Germany) shall attend to the formalities concerning registration and publication in accordance with the terms of German Law. He is explicitly given full authority for that purpose being the legal representative of the Association and responsible for the financial transactions.

 

Article 24:

1) The Association is altruistic; it does not prosecute in the first run business interests.

2) The Association prosecutes exclusively and directly aims of public interest according to the passage "Reasons for tax allowance" of the corresponding German Law (Abgabenordnung).

3) Funds of the Association shall only be used for the object defined in the by-laws. Members of the Association do not receive any shares from the Association's funds.

4) No person is allowed to be favoured by expenses which do not reflect the basic interests of the Association or by disproportionate reimbursements.

5) If the Association is dissolved or if the interests of this Association as described are omitted, the funds of this Association will be transferred to a body corporate according to German Law (Körperschaft des öffentlichen Rechts, steuerbegünstigte Körperschaft).

 

Glasgow, July 3, 1992 and Rome, September 7, 2001