Constitution & Bylaws (AMER)

CONSTITUTION

ARTICLE I. NAME 

This Region is named the African Middle East Region (AMER) of the International Association for Dental Research (IADR), herein referred to as the Region.

ARTICLE II. OBJECTIVES

 

The Region has been established to promote research in all aspects of oral and related sciences, to encourage development of improved methods for the prevention and treatment of oral and dental diseases, to improve the oral health of the public through research, and to facilitate cooperation among investigators and the communication of research findings and their implications throughout the region.

ARTICLE III. CORPORATE STATUS

 

The Region is a subsidiary of the International Association for Dental Research, a non-profit corporation organized under the laws of the Commonwealth of Virginia, United States of America. If the Region shall be dissolved at any time, no part of its funds or property shall be distributed to its members; but, after payment of all indebtedness, its surplus funds shall be distributed by the IADR in a manner consistent with Article II.

ARTICLE IV. ORGANIZATION and MANAGEMENT

 

The IADR Global Board of Directors, with the approval of the IADR Council, shall define the IADR Divisions and IADR non-Divisional Sections that comprise the Region. The affairs of the Region shall be managed in conformity with the Constitution and Bylaws of the IADR and this IADR Region.

ARTICLE V. MEMBERSHIP

 

The Region is comprised of the IADR Divisions and non-Divisional Sections as defined by the IADR Global Board of Directors and approved by the IADR Council and listed in the Bylaws. 

ARTICLE VI. REGIONAL BOARD OF DIRECTORS

Section 1. OFFICERS. The Officers of the Regional Board of Directors shall be the Chair/IADR Regional Board Member, the Secretary, and the Treasurer.  The Regional Board of Directors Chair and the IADR Regional Board Member to be the same person.

    (A) TERM OF OFFICE. The Regional Board Officers serve three-year terms.  

    (B) TENURE OF OFFICE. Each Officer shall serve until the installation of his/her duly-elected successor. 

  1. VACANCIES. An ad interim vacancy in any office shall be filled according to the rules outlined in the Bylaws.

 

  1. ELECTION OF OFFICERS. Designated members (as per section 2 below) from each Divisions and non-Divisional Sections shall elect the Officers in accordance with the Bylaws.

 

  1. VOTING. The Chair, Secretary & Treasurer have no vote unless they also represent their Division/Section as a member of the Regional Board of Directors of AMER.

 

           A majority vote of not less than two-thirds of members of the Regional Board of Directors

          voting is needed to adopt any proposal. 

Section 2. IADR REGIONAL BOARD OF DIRECTORS. The Regional Board of Directors shall consist of the Chair/IADR Regional Board Member, the Secretary, the Treasurer, and the member Division and non-Divisional Section Officers as follows:

(A) The President or designate from the Executive of each member Division or non-

            Divisional Section that has 50 or less members on December 31 of the preceding year).

    (B)  The President and another designate or two designates from the Executive of each member Division or non-Divisional section that has more than 50 members on December 31 of the preceding year.  

Section 3. REGIONAL BOARD MEETINGS. The Regional Board of Directors shall meet at least once annually*. Members of the Regional Board of Directors may meet in person or by teleconference, Web conference, or other electronic means.  Voting by proxy, without benefit of a Board discussion, shall be prohibited.  The Secretary will notify all members of the Regional Board of Directors and the secretary of member Divisions or non-divisional Sections of a scheduled meeting at least 60 days prior to the proposed meeting.

* If at all possible it should be attempted to meet ‘face to face’ at least once per year. The AMER Regional Board should attempt to source funding for at least one board member from each member Division or non-Divisional Section to attend such a meeting. To be funded the board member must present a scientific paper or deliver an invited lecture at the scientific conference where the Regional meeting is being hosted. The annual Regional Board of Directors meeting to be rotated between Divisions and non-Divisional Sections when they have their local conference.

Section 4. QUALIFICATIONS. All members of the Regional Board of Directors shall also be IADR members in good standing.

ARTICLE VII. FINANCES

Section 1. ASSESSMENTS. The Regional Board of Directors may levy each member Division and non-Divisional Section a monetary amount proportional to its membership numbers and financial status to support regional activities.  This amount may be zero. The Region may also apply to the IADR Global Board of Directors for funding.

Section 2. EXPENDITURES. Funds of the Region may be expended only on general or specific authorization of the Regional Board of Directors.

Section 3. ACCOUNTS. All accounts and assets of the Region shall be audited annually by an appropriately qualified and independent individual.  The Treasurer will have responsibility for maintaining the Region’s funds.

Section 4. REPORTS. The Region, through the Treasurer, shall report annually all funds, assets, and debts of the Region to the IADR Global Board of Directors.

ARTICLE VIII. MEETINGS

Section 1. REGIONAL MEETINGS. The Region shall meet at least once every five (5) years for the exchange of scientific information as described in the Bylaws.  Separate Divisional or non-Divisional Section Meetings will not be held in the same year as a Regional Meeting.  The location, venue, and dates for a Regional Meeting shall be proposed by the Regional Board and must be approved by the IADR Global Board of Directors.

Section 2. IADR GENERAL SESSIONS IN THE REGION. When the IADR General Session is held within the Region, separate Regional, Divisional, or non-Divisional Section Meetings will not be held in that same year.

ARTICLE IX. REPORTS

The Chair of the Regional Board of Directors shall prepare and disseminate an annual written report to the IADR Global Board of Directors and to the member Divisions and non-Divisional Sections.

ARTICLE X. QUORUM

The quorum for the Regional Board shall be as stated by the Bylaws.

ARTICLE XI. AMENDMENTS TO THE CONSTITUTION

 

Section 1: PROPOSED AMENDMENTS. Amendments to the Constitution may be proposed by any member of the Regional Board of Directors. Amendments must be received by the Regional Secretary at least 90 days prior to a Regional Board Meeting and must be distributed to all members of the Regional Board of Directors at least 60 days prior to the meeting.. Adoption of such amendments to the Constitution shall require a two-thirds majority of the members present and voting at the Regional Board meeting, must also be ratified by a two-thirds majority of the member Divisions and non-Divisional Sections, and be approved by the IADR Global Board of Directors. 

Section 2: RATIFICATION. Proposed amendments approved by the Regional Board of Directors must be ratified by a two-thirds majority of member Divisions and non-Divisional Sections within one year from the passage of the amendment by the Regional Board of Directors.  The Regional Secretary must inform the Presidents of each member Division or non-Divisional Section within 30 days of passage of the proposed amendment.  Presidents of member Divisions and non-Divisional Sections must communicate in writing their approval or rejection of the proposed amendment.  

Section 3. APPROVAL BY IADR GLOBAL BOARD OF DIRECTORS. The IADR Global Board of Directors must also approve the proposed amendment to ensure consistency with its own Constitution and Bylaws and fulfillment of its Mission.  The Regional Secretary must inform the IADR Executive Director within 30 days of passage of the proposed amendment.  The Executive Director will add the proposed amendment to the agenda for the next meeting of the IADR Global Board of Directors and will communicate in writing the Board’s decision to the Regional Secretary. 

Section 4. ADOPTION. A proposed amendment, approved as described in each of Sections 1-3 of this Article, shall become a part of the Constitution at the close of the next annual Regional Board of Directors Meeting. 

ARTICLE XII. BYLAWS

Bylaws and amendments to Bylaws may be proposed at any Regional Board Meeting and may be adopted by a vote of two-thirds of the members present and voting.  Bylaw amendments must also have the approval of the IADR Global Board of Directors. The Regional Secretary must inform the IADR Executive Director within 30 days of passage of the proposed Bylaw amendment.  The Executive Director will add the proposed Bylaw amendment to the agenda for the next meeting of the IADR Global Board of Directors and will communicate in writing the Board’s decision to the Regional Secretary. Bylaw amendments take immediate effect after IADR Global Board of Directors approval. 

 

BYLAWS

SECTION A. MEMBERSHIP

 

As approved by the IADR Council, the current membership of the African Middle East Region. 

The Region of AMER consists of:

1. Divisions: East and Southern African; Kuwaiti; Nigerian; South African.

2. Non-Divisional Sections: Iranian, Sudanese, Jordanian, Saudi Arabian.

SECTION B. OFFICIALS

 

    1.  DUTIES.

      (a) The duties of the Officers shall be those ordinarily associated with the official titles, and such other duties as the Regional Board of Directors or IADR Global Board of Directors may assign. 

    1.       In electing Officers of the Regional Board of Directors as described in Article VI,

                the Presidents of the Divisions and non-Divisional Sections will take into

                consideration Divisional and non-Divisional Section membership to ensure

                diversity on the Regional Board, and to ensure that, while not adopting a strict

                rotational scheme, all Divisions and non-Divisional Sections will eventually be

               represented in each of the Officer positions. 

        (c) In the event that an Officer vacates his/her office prior to completion of his/her term of office, the Presidents of the member Divisions and non-Divisional Sections will make an ad interim appointment using the same criteria as described in Article VI.  

      (d) The duties of the Chair/IADR Regional Board Member will be to represent the interests of the Region on the IADR Global Board of Directors and, from time to time, to serve on those IADR committees as identified by the IADR President-elect. This will include serving on the Regional Development Program Committee. 

      (e) The Treasurer shall maintain surveillance over the Region’s finances. Upon completion of his/her term, the incumbent will become the Immediate Past Treasurer and will assist the incoming Treasurer as necessary for one year.  

    1.      Failure to execute constituted duties as assessed by the Regional Board of

               Directors will result in exclusion and a ‘new’ acting office bearer appointed for the

              remainder of the term.  
     
     

    2. ELECTION OF OFFICERS. 

    Member Divisions and non-Divisional Sections will each nominate 3 persons to stand as office bearers (one for each position) from the roster of past executive members of member Divisions and non-Divisional Sections. The Regional Board of Directors will then vote on the nominations in order to appoint a person to each position. Office bearers will serve a three year period.

SECTION C. COMMITTEES

 

    Appointments to standing and ad hoc committees shall be made by the Chair.

SECTION D. PUBLICATIONS

 

The official publication of the IADR is the Journal of Dental Research and will be promoted as such throughout the region. Any consideration for the development of a Regional publication must be done in dialog with the IADR Global Board of Directors.  Any use of the IADR name, trademarked logo, or trademarked Journal of Dental Research name on any publication without permission from the IADR Global Board of Directors is strictly prohibited.

SECTION E. MEETINGS

    1.  REGIONAL MEETINGS. The venue of each Regional Meeting shall be proposed by the Regional Board of Directors and approved by the IADR Global Board of Directors.  The frequency of Regional Meetings shall be no less than every 5 years.  

    2.  REGISTRATION FEES. The Regional Board of Directors shall determine the amount of the registration fees for the annual Regional Meeting. Members who have not paid their IADR dues through the current year will be required to pay the non-member fee. 

  1. MEETING FINANCES. The financial relationship between IADR Global and the Region are defined by a Memorandum of Understanding between the Regional Board and the IADR Global Board.

SECTION F. QUORUM/ RULES

 

1.  QUORUM. At any meeting of the Regional Board, a quorum shall be comprised of at least one-half of the members (50%) of the Regional Board of Directors. These members must represent at least one-half of the total member Divisions and non-Divisional Sections. 

2.  RULES. The Region shall operate under the rules of Parliamentary procedure as outlined in “Roberts’ Rules of Order (Newly Revised)”. Other parliamentary guidelines more familiar to the Region may also be used. 

 

SECTION G. AUTHORIZED BANKS AND EXPENDITURES

 

Funds of the Region shall be deposited in a bank or banks, or invested in securities approved for the purpose by the Regional Board of Directors by Global Headquarters on behalf of AMER. Authorized expenditures from the general funds of the Region shall be signed by the Treasurer and at least one other officer, where practical, provided such expenditures are within the budget approved by the Regional Board of Directors. Electronic approval is acceptable when geography or other logistical constraints prevent a co-signature.  

SECTION H. DEFINITIONS  

    1.  Notice shall be considered to have been given to a member Division or non-Divisional Section when written statement of the notice has been mailed to the President of the Division or non-Divisional Section at the last physical address or e-mail address known by the IADR Global Headquarters.  It is the responsibility of the IADR Divisions and non-Divisional Sections to ensure that the IADR Global Headquarters is aware of any address changes.   

    2. In this Constitution and Bylaws, “mail” is understood to mean any form of communication from the Regional Board to the member Divisions and non-Divisional Sections, including traditional mail and electronic mail.