Draft Statute

Draft constitution of the
International Association of Autologous
and Minimal Invasive Dentistry  (Version 15.09.2017) 

In the following statutes, both sexes are always meant in the descriptions of persons.

§ 1 Name
The association is named “International Association of Autologous and Minimal Invasive Dentistry” (hereinafter referred to as “IAAMID”).

§ 2 Purpose
IAAMID exclusively provide a basis for scientific purposes in the field of autologous dentistry and minimally invasive dentistry.

Its tasks are:
(a) to promote research in autologous and minimally invasive dentistry,
(b) the representation and dissemination of relevant and valuable research results,
(c) promotion of autologous and minimally invasive training,
(d) cooperation with national and international scientific associations, working groups, societies and institutions.
e) advising political bodies and institutions to promote autologous and minimally invasive dentistry,
(f) Representation of autologous and minimally invasive dentistry in the organs and structures of other medical specialties and their sub-areas.

§ 3 Non-profit-association
The association pursues exclusively and directly non-profit-making purposes within the meaning of section 52 of the German Tax Regulations 1977 or within the meaning of the “tax-privileged purposes” section of the German Taxation Ordinance. Its funds may only be used for the purposes of the law. Members shall not receive any profit shares or, in their capacity as members, any other grants from the Company’s resources.
No person may be affected by expenses which are foreign to the purposes of the company or which are favored by disproportionately high remuneration. The association is selflessly active, it does not pursue primarily economic interests.

§ 4 Measures to fulfill the purpose
In order to fulfill the tasks specified in § 2, the following measures shall be implemented:
(a) conducting scientific meetings and workshops,
(b) stimulating and supporting scientific work on autologous and minimally invasive dentistry, including the awarding of research contracts,
c) Formation of project groups for specific, in particular practice-relevant research areas of autologous and minimally invasive dentistry,
(d) assistance in scientific events through lectures, discussion papers and panel presentations,
(e) cooperation with bodies and associations which are conducive to the purpose of IAAMID,
(f) Awarding of scientific prizes.

§ 5 Membership
1) The acquisition of the membership is made upon written request. The Executive Board decides on the application. The decision does not require any justification and will be notified in writing to the applicant. If the application is rejected, the General Meeting decides definitively at the request of the applicant. Member can become anyone who is willing to promote the goals and tasks of the association:
a) Full member can be any dentist (DMD) or doctor (MD) approved in Germany. Foreign dentists and physicians can become members if their German equivalent is equivalent, as well as any scientist with equivalent academic education who is interested in dental, medical, health sciences and nursing research.
b) Corresponding members may be appointed at the decision of the board to recognize the autologous and minimally invasive dentistry specialists of the country and abroad.
c) Extraordinary member can become
• Every student of dentistry, medicine, nursing science and health sciences,
• Regional and other scientific societies wishing to participate in IAAMID’s information and training offer,
• non-academic persons involved in the performance of dentistry, oral and maxillofacial treatment or care, who wish to participate in the information offered by the IAAMID.
(d) Honorary members may be appointed by the President, at the decision of the Board, to persons of national or foreign nationality, who have distinguished themselves for the promotion of autologous and minimally invasive dentistry or who have rendered particularly valuable services to IAAMID. Honorary members are exempt from the membership fee. Honorary members who were ordinary members retain their right to vote.
2) All IAAMID members have the right to speak and apply; active and passive suffrage and voting rights are exercised only by ordinary members. Each ordinary member has one vote in the General Meeting.

§6 End of membership
1) Membership ends with:
a) death,
b) withdrawal, which is effected by notice of termination without notice to a member of the Management Board at the end of a financial year,
(c) the exclusion of a member who may be called upon by a majority decision of the Management Board,
(d) the existence of grounds which would have prevented a recording. The decision is made by the Management Board and is made by a majority of the Executive Board’s decision.
e) A member who is in arrears despite a reminder with more than two annual contributions shall be excluded from the association by a resolution of the Executive Board.
2) The decision of the executive committee on the exclusion of a member is to be provided with reasons and to the member by registered letter to make known. In the event of a member’s decision on the exclusion of a member, the latter has a right to object at the next meeting. If the member does not exercise the right to revoke the exclusion order, or if the right to relinquish the right at the next annual meeting, the member will be subject to the exclusion decision with the result that membership is deemed to be terminated. At the end of the membership, contributions are made by the end of the year. No contributions will be returned. There is no entitlement to the Association’s assets at the time of withdrawal.

§ 7 Organs of IAAMID
The bodies of IAAMID are: a) the general meeting, b) the management board.

§ 8 Annual General Meeting
1) Every year, the Executive Board has to convene a general meeting of shareholders, on which the President reimburses the annual report and takes the account of the treasurer.
2) The Annual General Meeting shall be announced by the Executive Board by means of a member’s letter in writing (letter, fax or e-mail) with a period of at least ten weeks. An invitation is deemed to have been received by the member when addressed to the last address (postal address, fax connection or e-mail address), which has been announced in text form by the member of the association.
3) The agenda is drawn up by the Executive Board.
4) The agenda shall be announced by the board of directors by means of a member letter in text form (letter, fax or e-mail) with a period of at least four weeks. The announcement of the agenda shall be deemed to have been received by the Member if it is addressed to the last address (postal address, fax connection or e-mail address) announced by the member in writing.
5) Each duly convened General Meeting is quorate.
6) The General Assembly shall be presided over by the President, and, if he is prevented, by the Vice-President.
7) All ordinary members, honorary members, corresponding members and extraordinary members are registered in the General Meeting.
8) The General Meeting is not public. The meeting leader can allow guests to. The Annual General Meeting decides on the admission of press, broadcasting and television as well as an Internet presence.
9) The nature of the vote shall be determined by the Assembly Leader. The vote must be made in writing if 1/3 of the votes present so request.
10) The General Meeting shall pass resolutions by a simple majority of the votes cast; Stimuli are not considered. A majority of the votes cast is required to amend the Articles of Incorporation, change the association purpose and dissolve the Association.
11) The following applies to elections: If no candidate has won the majority of the valid votes cast in the first ballot, a selection is made between the candidates who have reached the two highest number of votes. In the case of a tie, the lot shall be decided.
12) A written report is kept by the members of the board, preferably the secretary, about the general meeting. The minutes shall be signed by the minutes and by the meeting chairman. It shall include the following: the place, date, beginning and end of the meeting, the person of the meeting chairman and the minutes of the meeting, the number of the members present, the agenda, the type of voting, the individual voting results. Amendments to the Articles of Association should include the text of the amended provisions in the minutes.

§ 9 Duties and Powers of the General Meeting
1) The tasks and powers of the General Meeting are in particular:
(a) to decide upon the articles of association, to monitor their compliance, and, if necessary,
(b) approval of the budget established by the Management Board for the next financial year; Acceptance of the annual report and the financial statements of the Management Board, discharge of the Management Board,
c) Election and dismissal of the members of the Management Board,
d) Choice of cash auditors,
(e) the definition of working areas,
(f) recommendations for the establishment of meetings,
(g) fixing the contributions,
(h) Resolution on received applications.

2) Motions for the Annual General Meeting
a) Proposals for the General Meeting which are not submitted by the Management Board must be submitted in writing (letter, fax or e-mail) to the President at least eight weeks before the Annual General Meeting. By sending the agenda, applications submitted to the deadline will be made public to the members.
b) The General Meeting shall decide on the acceptance of applications submitted late.

§ 10 Extraordinary General Meeting
Extraordinary general meetings must be convened by the Management Board if 10% of the members require this in writing, specifying the purpose and reasons, in accordance with § 37 BGB, or if the Board considers it necessary in the interests of IAAMID. The extraordinary meetings of the members have the same powers as the regular general meetings. § 8 shall also apply mutatis mutandis.

§ 11 Board of Directors
1) The board of the IAAMID consists of four members, namely the President, the Vice-President, the Treasurer and the Secretary. All members of the Management Board must be ordinary members. The president and the vice president must be dentists or doctors.
2) The members of the Executive Board shall be elected directly and secretly in separate elections by the General Meeting. All ordinary members who have paid their regular contributions are entitled to vote and to vote.
3) The term of office of the Executive Board shall be two years from the date of the election. Re-election is permitted.
4) If a member of the Management Board leaves during the term of office, the Board of Directors shall elect a substitute member, who must be a full member of the Association, as a presi- dent and vice president, as well as a dentist for the remaining term of office of the departed.
5) If more than one member of the Management Board wishes to leave the company before the end of the term of office, the Management Board remains in office until the appointment of the next Management Board in accordance with the law.

§ 12 Competence of the Management Board
1) The Board is responsible for all tasks of the IAAMID, which are not expressly reserved for the Annual General Meeting.
2) The Executive Board prepares matters which are reserved for the resolution of the General Meeting.
3) The President, the Vice-President, the Treasurer and the Secretary, are members of the Executive Board as defined by § 26 BGB (German Civil Code). The Board of Management is represented by two members of the Board, one of which must be President or Vice-President.
4) The Management Board may appoint committees or appoint project managers to carry out certain tasks.

§ 13 Meetings of the Management Board
1) The meetings of the Management Board shall be convened by the Chairman as required or if at least three members of the Management Board so require. The invitation must be submitted in writing (letter, fax or e-mail) at least four weeks in advance, stating the agenda. In urgent cases this can be deviated.
2) The Executive Board is quorate if at least three members of the Management Board are present. Decisions are passed by a simple majority.
3) The Management Board shall adopt its own rules of procedure.
4) Experts with advisory functions may be invited to meetings of the Executive Board.
5) A written record is kept of the meetings of the Board by a member of the Board, preferably the Secretary. This is to be signed by the chairman. The notes should include the place and time of the meeting, the names of the participants, the decisions taken and the voting result.
6) A management board decision may be passed in writing if all members of the Management Board declare their agreement to the resolution to be adopted.

§ 14 Meeting leaders at scientific events
1) The board of directors shall be elected by the board. It is responsible, in agreement with the Executive Board, for the preparation and management of the relevant scientific meeting.
2) The meeting leader shall take part in the part of the board meetings, which serve the preparation of the scientific program, with seat and voice.

§ 15 Membership fee
1) The Annual General Meeting decides on a contribution schedule.
2) The contribution determined by the General Meeting shall be paid in the first quarter of each year. In exceptional cases, the Executive Board may grant payment facilities.
3) Corporate members pay a separate contribution which is determined in agreement with the Management Board.
4) The contribution and any profits may only be used for the purposes of the law. The members do not receive any profit shares and, in their capacity as members, do not receive any donations from the association’s funds. They will not receive any repayments when they leave the club or when the club is dissolved or canceled.
5) No person may be favored for administrative tasks which are foreign to the purposes of the association or by disproportionately high remuneration.
6) A member who is in arrears despite a reminder with more than two annual contributions shall be excluded from the association by a resolution of the Executive Board.

§ 16 Financial year
1) The accounting year is the calendar year.
2) All receipts and expenditures of the IAAMID must be documented for each financial year.

§ 17 Cash auditors
1) IAAMID shall keep records of its revenue and expenditure on an ongoing basis and to prepare a report for the annual general meeting after the end of each financial year.
2) At the end of each accounting year and the auditor’s report, two cash auditors elected by the Annual General Meeting shall examine the appropriateness of the budgetary resources, submit a report to the General Meeting and submit any proposals for its financial organization.

§ 18 Relation to other Associations
The IAAMID can be associated with other associations.

§ 19 Dissolution of IAAMID
1) The dissolution can be decided only on a regular or an extraordinary general meeting of members convened for this purpose, with a three-quarter majority of the ordinary members present. Unless the General Meeting decides otherwise, the President and the Vice-President shall be jointly appointed liquidators; this also applies in the event that the Association is dissolved for another reason or loses its legal capacity.

§ 20 Final provisions
1) Place of performance and court of jurisdiction for all claims between the association and its members and, if permissible, also against third parties is the seat of the association.
2) The invalidity of parts of this statutes or amendments to the articles of incorporation shall not affect the validity of the remaining parts of the Articles of Incorporation or the amendment of the Articles of Incorporation.
3) The Executive Board is authorized to make amendments concerning the version only.