Constitution

CONSTITUTION OF THE

EMIRATES PAEDIATRIC DENTISTRY CLUB

(EPDC)

Dubai 2015

ARTICLE 1: NAME

The name of the Club will be “Emirates Paediatric Dentistry Club”, hereinafter it will be called in the present document as “the Club” or “Club”.

ARTICLE 2: DEFINITION, PURPOSE AND OBJECTIVES

DEFINITION OF PAEDIATRIC DENTISTRY

Paediatric Dentistry is the practice, and teaching of and research in comprehensive preventative and therapeutic oral health care of children from birth through adolescence. It shall be construed to include care beyond the age of adolescence for special patients who demonstrate mental, medical, physical, social and/or emotional problems.

PURPOSE AND OBJECTIVES

The Emirates Paediatric Dentistry Club is an organisation of individuals whose primary concern is in the area(s) of practice, education and/or research specifically related to the specialty of Paediatric Dentistry. Its purpose shall be the advancement of the specialty of Paediatric Dentistry for the benefit of the oral health of children.

The attainment of the fulfilment of its expressed purpose shall be achieved by dedication to the following objectives:

The Club shall be the symbol of excellence in practice, education and research in Paediatric Dentistry.

Maintain ethics of profession in the field of Paediatric Dentistry.

The Club, when required, shall co-operate with other dental organizations, allied health professions, government and private agencies concerned with the dental health of the public.

The Club shall actively involve itself in the development and implementation of national programmes of dental health for children.

The Club shall foster the development and promulgation of sound tenets for paediatric dental procedures through study and research accompanied by constant critical evaluation and review.

The Club shall be the principal vehicle for providing all of its members with an opportunity to improve their knowledge of all facets of Paediatric Dentistry.

The Club shall actively participate in the development and delivery of programmes of continuing education in the field of Paediatric Dentistry for the dental profession as a whole.

The Club shall constantly strive to enhance the quality of undergraduate and postgraduate education training in Paediatric Dentistry through its availability in a consultative capacity to the graduate dental training centres and dental schools throughout the United Arab Emirates (UAE).

The Club shall be ever alert to its responsibility to children and the dental profession in the fulfilment of its obligation in the matter of the prevention and control of oral disease in children.

The Club will strive to promote Paediatric Dentistry in the United Arab Emirates and bordering countries where the specialty is less developed in cooperation with local officials.

ARTICLE 3: ORGANIZATION

Section 1.

ASSOCIATION

This Club is a non-profit association under the umbrella of the Emirates Medical Association (EMA). If this association shall be dissolved at any time, no part of funds or property shall be distributed to, or among, its members, but after payment of all indebtedness of the Club, the surplus funds and properties will be given to the Emirates Medical Association.

Section 2.

EXECUTIVE OFFICE

The Club shall have an office, at the following address in the EMA premises, namely at Al Mamzar 2, E-Government Building, behind the Bowling Center, PO Box 6600, Dubai, UAE. The location of the office can change after the decision of the Board.

Section 3.

MEMBERSHIP:

The Active membership of this Club shall consist of paediatric dentists who are registered as specialist paediatric dentists with the UAE Health Authorities.

The members enjoy all rights, duties, nomination and election in the Board and the Committees of the Club and they shall be marked by the following specifications:

A member shall be marked by a good reputation and must never been received any penalty judgment restricting his/her freedom, such as serious crime or a misdemeanor or breach of moral turpitude and dishonesty, unless he/she has been rehabilitated.

The Associate Membership shall consist of dentists who are not registered as specialist paediatric dentists with the UAE Health Authorities, interested in paediatric dentistry and residing in the UAE.

The member enjoys all the rights, obligations and activities of membership and has the right to nomination and participation in the Committees of the Club but does not have the right to nomination and election in the board of the Club.

The Affiliated Membership shall consist of any health care professional practicing in the UAE

The Student Membership shall consist of any dental school or post-graduate student who is interested in paediatric dentistry.

The member enjoys all rights, obligations and activities of membership but does not have the right to nomination and participation in the Committees of the Club and does not have the right to nomination and election in the Board of the Club. Regardless the membership fee policy of the Club all the membership fees are waived for the student member. The Student Membership will terminate upon graduation of the member. If the member continues with further dental studies he/she has to apply again for new membership status.

The International Membership shall consist of medical professionals practicing outside the UAE

The enrolment of new members is permitted following an application which is examined for the existence of the necessary requirements of the applicant from the Secretary to whom it is filed and from the Ethics Committee as provided for in the By-Laws.

The admission of a new member implies full acceptance of the terms and provisions of the present Articles and the By-Laws of the Club.

On an annual basis during the Ordinary Assembly the Board will announce the decision on the membership fee policy of the Club.

The exclusion of the enrolled members from the Council is decided by the General Assembly and the Board in accordance with provisions as set by the Club’s By-Laws.

Section 4.

GENERAL ASSEMBLY:

The General Assembly consists of Active members who fulfill all terms and obligations of membership to the date of the General Assembly meeting who are already members in the Assembly for at least three months; and Associate and International members have the right to attend the General Assembly’s meetings, but they do not work out within a quorum and they do not have the right to vote and nominate. The General Assembly is the Higher Authority of the Club.

Responsibilities of Ordinary General Assembly

Ratify the minutes of previous General Assembly Meeting.

Approval of the Board of Directors report on its achieved works for the year ended, activity programs and action plan for the New Year.

Adoption the draft budget for the New Year and final account for the financial year ended.

Review submitted proposals by the Board of Directors and members.

Election of Board of Directors or the filling of vacant positions.

Any other comments.

Adoption of Ordinary General Assembly:

Ordinary General Assembly will be valid when the quorum is present, which consists of more than half of the Active members at least, in case the quorum is not present, the meeting shall be postponed to another date not less than (15) fifteen days and not more than thirty (30) days from the date of the first meeting, and the second meeting will be valid and effective in the presence of any number of members.

The General Assembly issues its resolutions as per unanimous vote of all present members

Extraordinary General Assembly

Extraordinary General Assembly holds its meetings based on a justified request from Ministry of Social Affairs, the Board of Directors or by a quarter of Active members who have the right to attend General Assembly meetings; provided that the purpose of meeting shall be clear; Invitations shall be sent by the Board of Directors with (2) two weeks prior to the date of convening as well as the agenda, and the Ministry of Social Affairs shall be notified of the same.

Responsibilities of Extraordinary General Assembly:

Take Decision on the resignations submitted by all or some of members of the Board of Directors if it would prejudice the quorum of the Board.

Termination of membership for one or more members of the Board of Directors.

Fill vacant positions if necessary to maintain a quorum for the Board of Directors.

Invalidate any resolution of the Board of Directors.

Voluntary Liquidation of the Club.

Any urgent matters and influential on the functioning of the Club and require an invitation extraordinary general assembly.

Adoption of the Extraordinary General Assembly:

Extraordinary General Assembly will be valid when the quorum is present which consist of three quarters of Active members. In case the quorum is not present, the meeting shall be postponed to another date not less than (15) fifteen days and not more than thirty (30) days from the date of the first meeting, and the second meeting will be valid and effective in the presence of half of Active member. In case the quorum is not present, invitation for a third meeting will be valid and effective in the presence of any number of members. The General Assembly issues its resolutions in these cases as per unanimous vote of three quarters of all present members. It is not permitted for the Extraordinary general assembly to deal with matters other than the ones mentioned on the agenda.

ARTICLE 4: GOVERNMENT

Section 1.

LEGISLATIVE AND CONTROLLING BODY

The legislative and controlling body of this Club shall be the voting membership of Active members gathered together into what shall be known as the General Assembly. The General Assembly should meet at least once a year.

Section 2.

ADMINISTRATION

The administration of this Club shall be carried out by the Board. The Board of the Club consists of 6 (six) the Elected Officers, who are the President, the Vice-President, the Secretary, the Treasurer and two (2) members.

Section 3.

THE BOARD

Nominees for the Board of Directors can be any Active member of the Club in good standing. The term of the Board is 2(two) years. A member can serve up to 3 terms consecutive or not as President and up to 3 more terms as any other member of the Board. Therefore the maximum service of a member can be 12 years, up to 3 Presidential terms and up to 3 terms as any other member of the Board. These terms can be consecutive or not.

Section 4.

ELECTION OF THE BOARD

The elections for the Board will consist of two votings that will be held simultaneously. One voting will decide the President of the Club and the other voting will decide the rest of the Board members. No member can be a nominee in both votes simultaneously. Right of participation in the Election procedure as nominee or voter have all Active members in good standing that have fulfil the membership fees policy of the Club at least 4 weeks before the actual election day.

The voting procedure starts by the formation of the Election Committee. The Election Committee consists of 4 Active members of the Club that are decided by the General Assembly by a show of hands. Any Active member of the Club that wishes to be elected should inform the Election Committee identifying the voting list he/she wishes to participate in.

The Election Committee will compose the 2 lists and the members of the Club will choose one nominee from the list of the voting for the President and up to 5 nominees from the list of the voting for the rest of the Board.

The Election Committee will count the ballots in the General Assembly room and will announce the results. The Election Committee has the obligation to write the Minutes of the voting procedure and submit them to the Board of the Club.

At a later time the President will call the fist Board meeting, and the Board will nominate the Vice-President, Secretary, Treasurer and Members of the Board.

ARTICLE 5: AMENDMENTS

This Constitution may be amended by an affirmative vote of two-thirds (2/3) of the minimum of twenty (20) members present, entitled to vote and voting at the General Assembly of the members of this Club, or at a special meeting called for that purpose, provided notice has been mailed to the membership at least thirty (30) days prior to this action.

ARTICLE 6: BY-LAWS

Details concerning the following matters are included in the established By-Laws of the Club pertaining to: Membership, Congress, General Assembly, Elective Officers, Council, Appointive Officers, Standing Committees, Finances, Elections, Code of Professional Conduct and Judicial Procedures, Prohibition of the use of membership in the Club for private profit, Rules of Order, Amendment of By-Laws, Adoption.

Amendments to these By-Laws may be proposed by any committee or member provided that the proposed amendment has been submitted in writing to the Secretary and the Constitution and By-Laws Committee no later than thirty (30) days prior to the next interim session of the Council. The Council may also propose amendments to these By-Laws and thereafter submit them to the Constitution and By-Laws Committee for proper formulation and wording at least sixty (60) days prior to the date of the session of the General Assembly where such action is to be considered.

These By-Laws may be repealed or amended by a two-thirds (2/3) vote of the minimum of twenty (20) members present, entitled to vote and voting at any regular session of the General Assembly or at any special session called for such purpose, provided that as a condition precedent to the presentation of any such amendment, the Constitution and By-Laws Committee shall have properly formulated and worded the said amendment and a copy thereof shall have been sent to each of the members of the General Assembly no later than thirty (30) days prior to such action.

ARTICLE 7: CLOSING ARTICLE – APPLICABLE LAW

The present Constitution consists of 7 articles including the present. The Club’s operations are governed by the UAE Law. For any matter which is not regulated by the present Articles of the Club or the By-Laws, the provisions of the Civil Code apply. For any dispute that may arise between the partners as to the interpretation and/or the application of the present the competent courts are those of Dubai, UAE.