Articles of Association
1. Name, Object, Head Office and Duration
1.1 Name of the Academy
The name of the scientific and cultural association is “Computer Aided Implantology Academy”.
1.2 Object of the Academy
The object of the Association is to promote people’s health by improving life styles and through the functional and aesthetic recovery of the maxillofacial area, teeth and periodontal tissues through implant and reconstructive therapies, performing the procedures using the most recent technologies. To this end, the Association deals with study, scientific research, updating and training in implantology, orthodontics and medical and biologic disciplines connected thereto, also by granting funds. The Association cooperates with national and international organizations engaged in the above fields. This is a non-profit Association and has no commercial purpose; occasionally, it may carry out transactions having an economical nature provided that they are required to achieve the object of the Association.
1.3 Head office of the Academy
The registered head office of the association address is the following until further decision.
ADB Eventi & Congressi
Via San Felice, 6
40122 Bologna-Italy
Phone: +39 051 0959160
1.4 Duration of the Academy
The Association is set up until December 31, 2070 and shall be extendable by decision of the General Assembly.
2. Members and Bodies
2.1 Classes of Members
The members of Computer Aided Implantology Academy are divided into:
2.1.1 Active Members
2.1.1.1 Benefit
2.1.1.2 Category
Graduates holding a legally recognized university degree to exercise the profession as dentist, doctors specialized in radiology, doctors specialized in reconstructive plastic and maxillo-facial surgery, medical doctors and people holding a diploma in dentistry. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member or the new Active Member, who will be accepted based on the proposal of his Mentor.
2.1.2 Ordinary Members
2.1.2.1 Benefit
2.1.2.2 Category
Graduates holding a legally recognized university degree to exercise the profession as dentist, doctors specialized in radiology, doctors specialized in reconstructive plastic and maxillo-facial surgery, medical doctors and people holding a diploma in dentistry. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member and the new Ordinary Member will be accepted based on the proposal of his Mentor. After two years a Member will be able to submit a request to the Active Membership Committee to become an Active Member. The Commission will decide if we can upgrade the Ordinary Member to Active Member.
2.1.3 Affiliated Members
2.1.3.1 Benefit
2.1.3.2 Category
University students in medicine and surgery or dentistry and dental prothesis; graduate students enrolled to a specialization school in dentistry; graduate students taking a specialization course in radiology or reconstructive plastic and maxillo-facial surgery. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Affiliate Member and the new member will be accepted based on the proposal of his Mentor. After two years an Affiliate Member will be able to submit a request to the Active Membership Committee to become an Active Member. The Commission will decide if we can upgrade the Affiliate Member to Active Member.
2.1.4 Members of Related Scientific Branches (RSB)
2.1.4.1 Benefit
2.1.4.2 Category
Members of Related Scientific Branches (RSB) is a group including professionals such as dental technicians, engineers, software programmers, dental assistants and all the people who aren’t doctors. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member of RSB and the new Member of RSB will be accepted based on the proposal of his Mentor.
2.1.5 Honorary Members
2.1.5.1 Benefit
2.1.5.2 Category
Decision to promote a Member to become an Honorary Member is taken by vote at the time of an Active Members General Assembly.
2.2 Membership Benefit and Fees
All kinds of Members except the Honorary Members are required to pay their membership fees not later than the date of March 31 for the current year. In case of lack of payment within such term, the defaulting Member shall be automatically suspended from membership and the exercise of the relevant rights until payment of his subscription.
3. Organs of the Academy
The organs of the Academy are as follows:
➢ Board of Directors
➢ Board of Arbitrators
➢ Active Membership Committee
➢ Commission for Scientific Activities
➢ Commissions per Territory
Each organ of the association is managed by a Director (or President for the Board of Directors).
The duty of the Director is to gather members to work with him (no more than 4) and submit this to the Board of Directors.
All Directors must be Active Members and persons working with them can be of any kind of Member.
The duty of a Commission's Director is to edit an annual report to be sent to the Board of Directors before the Annual General Assembly.
3.1 Board of Directors
3.1.1 Composition
The Board of Directors includes 5 Active Members:
➢ the President
➢ the Elected President
➢ the Vice President
➢ the General Secretary
➢ the Treasurer
The Members of the Board of Directors shall hold office for two years at the end of which the Elected President shall automatically become President and the Active Members’ Meeting shall elect the other members.
The President shall not be re-elected for two years and the Vice President for one year.
3.1.2 Right and duty
The Board of Directors has all the current and special administration powers which these Articles do not reserve to other Organs, leads the activity of the Association for the achievement of its object and organizes an annual Convention and Trainings.
The Board of Directors also shall:
➢ annually fix the membership fees for the various classes of Members,
➢ prepare and approve previous year financial statement and the budget, before end of June.
➢ coordinate the works of the Organs of the CAI Academy.
3.1.3 Duties of Members of the Board of Directors
The President shall call and chair the Board of Directors, call the Active Members General Assembly, be in touch with the Directors of the various Commissions. Each year, he will submit to the Active Members’ General Assembly a written report on the activities of the Association. He will take care of setting up the Annual Congress of the CAI Academy.
The Vice President shall act as President in absence of this latter and assist the President in the performance of his/her duty.
The General Secretary shall be responsible for the duty of the Secretariat at Active Members’ Meetings, prepare the relevant minutes, as well as the minutes of the meetings of the Board of Directors, keep the list of Members updated, keep all the minutes of the Association.
The Treasurer is the faithful custodian of the funds of the Association. He shall collect membership fees and any other revenue, immediately depositing the amounts as per the instructions of the Board of Directors. He shall pay the payment orders signed by the President, prepare the budget as per the instructions of the President and prepares the annual financial statements. He shall submit both budget and financial statements to the board of Directors for approval.
3.1.4 Meetings
The Board of Directors shall meet each time the President deems it necessary or upon request of at least two of its members. The Board of Directors shall be validly convened with the presence of at least three members and shall resolve at the favourable vote of the majority of the Members attending. In case of equal vote the vote of the President in office shall prevail.
3.1.5 Vacancy
If during the two years of office of the Board of Directors, a vacancy occurs, for any reason whatsoever, for the office as President Elected and/or Secretary and/or Treasurer, within the following thirty days an Active Members’ Meeting shall be convened to fill the vacant office/s.
In case the office as President becomes vacant, the Vice President shall cover the relevant functions until the end of the two years period.
In case the office as Vice President becomes vacant, the Secretary shall cover the relevant functions until the end of the two years period.
If, during the two years period, the offices as President and Vice President should become vacant, also non contemporaneously, the entire Board of Directors shall fall from office and within the following thirty days an Active Members’ Meeting shall be convened in order to elect the new Council that shall hold office for two years and where the previous President Elected shall hold the office as President.
The office as President and in general the other elected offices of the Association are not remunerated.
The Board of Directors may resolve reimbursement of expenses.
3.1.6 Legal representative
The President of the Board of Directors is the legal representative of the Association.
3.2 Board of Arbitrators
3.2.1 Composition
The Board of Arbitrators includes one Director. The Director will propose 2 to 3 Active Members to be validated by the Board of Directors. The Board of Arbitrators shall apply the sanctions provided below.
3.2.2 Sanctions
Any Member who breaches any rule in the Articles of Association and in the Regulation, or has a behaviour contrasting with the purposes of the Association or professional ethics, shall incur the following sanctions:
•Reprimand,
•Temporary suspension,
•Exclusion.
3.2.3 Application of sanctions
All reports to the Board of Arbitrators shall be addressed in writing to the President of the Board, through the General Secretary.
The Board may also proceed autonomously and shall, in any event, invite the Member subjected to disciplinary procedure to explain his/her reasons personally or in writing. The Board shall resolve by majority vote and the written decision is sent by the Board President to the President of the Board of Directors to be further sent by registered mail to the concerned Member.
3.3 Active Members Committee
The Active Members Committee includes a Director who must be an Active Member. To help him in his task, the Director will propose 2 to 3 Active Members to be validated by the Board of Directors. The Director and his team shall hold office for 2 years. The Active members committee is in charge of checking the membership applications in relationship with the Mentors and the new Members. The Active Members Committee is in charge to submit an annual report on the evolution of Membership over the time during the Annual Active Member General Assembly.
3.4 Commission for Scientific Activities
The Commission for Scientific Activities includes a Director who must be an Active Member. To help him in his task, the Director will propose 2 to 3 Active Members to be validated by the Board of Directors.
The Director and his team shall hold office for 2 years.
This Commission for scientific activities shall cooperate with the Board of Directors to the organization and selection of cultural and research activities of the Association.
3.5 Commissions per Territory
Commissions per Territory (not necessarily a country) can be opened with a Director. The Directors are in charge to set up their teams (no more than 5 people including the Director). All Directors must be Active Members and responsible persons with them can be Standard Members or Active Members or Member of RSB.
The Director and his team shall hold office for 2 years.
➢ They will be in charge to set up one event in their country at no charge for the CAI Academy.
➢ They will be in charge to gather new Members.
➢ They will be in charge to bring people to the Annual Meeting.
➢ Decision to close a Director position can be done by vote during an Active Members General Assembly.
4.General Assemblies
4.1 Annual Active Members General Assembly
The General Assembly of Active Members shall be convened by the Board of Directors at least once a
year, not later than the month of June, by notice sent by e-mail at least 30 days before the day fixed for
the meeting.
The Active Members’ Meeting shall:
➢ approve the financial statements of the previous year
➢ approve the current year budget
➢ ratify the admission of new Active Members
➢ elect the members of the Board of Directors
➢ elect the Director of the Board of Arbitrators
➢ elect the Director of the Active Member Committee
➢ elect the Director of the Commission for Scientific Activities
➢ elect the Director of the Commissions per Territory
➢ resolve the changes to the Articles of Association
➢ resolve on the issues submitted by the Board of Directors
➢ resolve on the possible dissolution of the Association.
The reports of the Active Members General Assemblies will be available on request to all categories of
Members.
4.2 Valid Members
The Active Members who are duly registered and have paid their annual membership fees are entitled
to take part in the Active Members General Meetings, vote and handle proxies.
4.3 Proxies
Any Active Member may be represented at Assembly by another Active Member attending the Assembly by granting this Active Member a proxy. Online proxy form will be proposed. For an Active Member attending the assembly, there is no limitation in the number of proxies.
4.4 Online Assembly and Quorum
The Active members General Assemblies can be done online.
For all current decisions a quorum of 50% + 1 of the registered Active Members of the current year will be needed to validate the Assembly.
4.5 Vote
Each Active Member taking part in the Assembly is entitled to one vote.
In addition he will get one vote per proxy, if any.
Vote on a decision can be Yes, No, Abstention.
Decisions are validated with Majority of Yes votes: more Yes than No, Abstentions are excluded.
Decisions are validated at the Unanimity: 100% Yes, Abstentions are excluded.
Decisions are not validated with Majority of No votes: more No than Yes, abstentions are excluded.
In case of ballot (same number of Yes and No, Abstention are excluded), a second run of vote can be proposed during the same assembly or during the next one on the same or a modified proposal.
5. Financial Statements
5.1 Financial statement
The financial statements of the previous year shall be submitted to the Active Members’ General Assembly for approval not later than the month of June each year.
6. Final Rules
6.1 Legal location
The Court of Bologna, Italy is the current relevant location for any dispute.
For anything not ruled by these Articles of Association, reference is made to the Italian Civil Code and other relevant legal provisions.
In case of dissolution of the Association, the Active Members’ Meeting shall determine the procedures for the liquidation and the allocation of the residual funds.
6.2 Dispute
Any dispute which may arise with respect to the construction and application of these Articles of Association, its Organs and Members shall be submitted first to the Board of Arbitrators.
1.1 Name of the Academy
The name of the scientific and cultural association is “Computer Aided Implantology Academy”.
1.2 Object of the Academy
The object of the Association is to promote people’s health by improving life styles and through the functional and aesthetic recovery of the maxillofacial area, teeth and periodontal tissues through implant and reconstructive therapies, performing the procedures using the most recent technologies. To this end, the Association deals with study, scientific research, updating and training in implantology, orthodontics and medical and biologic disciplines connected thereto, also by granting funds. The Association cooperates with national and international organizations engaged in the above fields. This is a non-profit Association and has no commercial purpose; occasionally, it may carry out transactions having an economical nature provided that they are required to achieve the object of the Association.
1.3 Head office of the Academy
The registered head office of the association address is the following until further decision.
ADB Eventi & Congressi
Via San Felice, 6
40122 Bologna-Italy
Phone: +39 051 0959160
1.4 Duration of the Academy
The Association is set up until December 31, 2070 and shall be extendable by decision of the General Assembly.
2. Members and Bodies
2.1 Classes of Members
The members of Computer Aided Implantology Academy are divided into:
2.1.1 Active Members
2.1.1.1 Benefit
- Free or reduced fees for CAI Academy educational events
- Special fees from CAI Academy partner companies
- Access to the Reserved area on CAI Website
- Eligible as a Director of a CAI Academy board
- Right to vote during the Active Members General Assemblies
- Can be a Mentor
2.1.1.2 Category
Graduates holding a legally recognized university degree to exercise the profession as dentist, doctors specialized in radiology, doctors specialized in reconstructive plastic and maxillo-facial surgery, medical doctors and people holding a diploma in dentistry. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member or the new Active Member, who will be accepted based on the proposal of his Mentor.
2.1.2 Ordinary Members
2.1.2.1 Benefit
- Free or reduced fees for CAI Academy educational events
- Special fees from partner companies
- Access to the Reserved area on CAI Website
- Not eligible to vote during the Active Members General Assemblies
2.1.2.2 Category
Graduates holding a legally recognized university degree to exercise the profession as dentist, doctors specialized in radiology, doctors specialized in reconstructive plastic and maxillo-facial surgery, medical doctors and people holding a diploma in dentistry. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member and the new Ordinary Member will be accepted based on the proposal of his Mentor. After two years a Member will be able to submit a request to the Active Membership Committee to become an Active Member. The Commission will decide if we can upgrade the Ordinary Member to Active Member.
2.1.3 Affiliated Members
2.1.3.1 Benefit
- Free or reduced fees for CAI Academy educational events
- Access to the Reserved area on CAI Website
- Not eligible to vote during the Active Members General Assemblies
2.1.3.2 Category
University students in medicine and surgery or dentistry and dental prothesis; graduate students enrolled to a specialization school in dentistry; graduate students taking a specialization course in radiology or reconstructive plastic and maxillo-facial surgery. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Affiliate Member and the new member will be accepted based on the proposal of his Mentor. After two years an Affiliate Member will be able to submit a request to the Active Membership Committee to become an Active Member. The Commission will decide if we can upgrade the Affiliate Member to Active Member.
2.1.4 Members of Related Scientific Branches (RSB)
2.1.4.1 Benefit
- Free or reduced fees for CAI Academy educational events
- Special fees from partner companies
- Access to the Reserved area on CAI Website
- Eligible in CAI Academy commissions
- Not eligible to vote during the Active Members General Assemblies
- Cannot be part of the Board of Directors
2.1.4.2 Category
Members of Related Scientific Branches (RSB) is a group including professionals such as dental technicians, engineers, software programmers, dental assistants and all the people who aren’t doctors. Can be endorsed by an Active Member Mentor. The Mentor will introduce the new Member of RSB and the new Member of RSB will be accepted based on the proposal of his Mentor.
2.1.5 Honorary Members
2.1.5.1 Benefit
- Free educational events
- Special fees from partner companies
- Access to the Reserved area on CAI Website
- No registration and association fees is required
2.1.5.2 Category
Decision to promote a Member to become an Honorary Member is taken by vote at the time of an Active Members General Assembly.
2.2 Membership Benefit and Fees
- All kinds of Members are entitled to get free or reduced fees for CAI Academy educational events (Annual congress and Trainings).
- All kinds of members have access to special fees from partners companies.
- All kinds of members have Access to the Reserved area on CAI Website (Scientific papers, videos of past lectures, journal, etc...).
All kinds of Members except the Honorary Members are required to pay their membership fees not later than the date of March 31 for the current year. In case of lack of payment within such term, the defaulting Member shall be automatically suspended from membership and the exercise of the relevant rights until payment of his subscription.
3. Organs of the Academy
The organs of the Academy are as follows:
➢ Board of Directors
➢ Board of Arbitrators
➢ Active Membership Committee
➢ Commission for Scientific Activities
➢ Commissions per Territory
Each organ of the association is managed by a Director (or President for the Board of Directors).
The duty of the Director is to gather members to work with him (no more than 4) and submit this to the Board of Directors.
All Directors must be Active Members and persons working with them can be of any kind of Member.
The duty of a Commission's Director is to edit an annual report to be sent to the Board of Directors before the Annual General Assembly.
3.1 Board of Directors
3.1.1 Composition
The Board of Directors includes 5 Active Members:
➢ the President
➢ the Elected President
➢ the Vice President
➢ the General Secretary
➢ the Treasurer
The Members of the Board of Directors shall hold office for two years at the end of which the Elected President shall automatically become President and the Active Members’ Meeting shall elect the other members.
The President shall not be re-elected for two years and the Vice President for one year.
3.1.2 Right and duty
The Board of Directors has all the current and special administration powers which these Articles do not reserve to other Organs, leads the activity of the Association for the achievement of its object and organizes an annual Convention and Trainings.
The Board of Directors also shall:
➢ annually fix the membership fees for the various classes of Members,
➢ prepare and approve previous year financial statement and the budget, before end of June.
➢ coordinate the works of the Organs of the CAI Academy.
3.1.3 Duties of Members of the Board of Directors
The President shall call and chair the Board of Directors, call the Active Members General Assembly, be in touch with the Directors of the various Commissions. Each year, he will submit to the Active Members’ General Assembly a written report on the activities of the Association. He will take care of setting up the Annual Congress of the CAI Academy.
The Vice President shall act as President in absence of this latter and assist the President in the performance of his/her duty.
The General Secretary shall be responsible for the duty of the Secretariat at Active Members’ Meetings, prepare the relevant minutes, as well as the minutes of the meetings of the Board of Directors, keep the list of Members updated, keep all the minutes of the Association.
The Treasurer is the faithful custodian of the funds of the Association. He shall collect membership fees and any other revenue, immediately depositing the amounts as per the instructions of the Board of Directors. He shall pay the payment orders signed by the President, prepare the budget as per the instructions of the President and prepares the annual financial statements. He shall submit both budget and financial statements to the board of Directors for approval.
3.1.4 Meetings
The Board of Directors shall meet each time the President deems it necessary or upon request of at least two of its members. The Board of Directors shall be validly convened with the presence of at least three members and shall resolve at the favourable vote of the majority of the Members attending. In case of equal vote the vote of the President in office shall prevail.
3.1.5 Vacancy
If during the two years of office of the Board of Directors, a vacancy occurs, for any reason whatsoever, for the office as President Elected and/or Secretary and/or Treasurer, within the following thirty days an Active Members’ Meeting shall be convened to fill the vacant office/s.
In case the office as President becomes vacant, the Vice President shall cover the relevant functions until the end of the two years period.
In case the office as Vice President becomes vacant, the Secretary shall cover the relevant functions until the end of the two years period.
If, during the two years period, the offices as President and Vice President should become vacant, also non contemporaneously, the entire Board of Directors shall fall from office and within the following thirty days an Active Members’ Meeting shall be convened in order to elect the new Council that shall hold office for two years and where the previous President Elected shall hold the office as President.
The office as President and in general the other elected offices of the Association are not remunerated.
The Board of Directors may resolve reimbursement of expenses.
3.1.6 Legal representative
The President of the Board of Directors is the legal representative of the Association.
3.2 Board of Arbitrators
3.2.1 Composition
The Board of Arbitrators includes one Director. The Director will propose 2 to 3 Active Members to be validated by the Board of Directors. The Board of Arbitrators shall apply the sanctions provided below.
3.2.2 Sanctions
Any Member who breaches any rule in the Articles of Association and in the Regulation, or has a behaviour contrasting with the purposes of the Association or professional ethics, shall incur the following sanctions:
•Reprimand,
•Temporary suspension,
•Exclusion.
3.2.3 Application of sanctions
All reports to the Board of Arbitrators shall be addressed in writing to the President of the Board, through the General Secretary.
The Board may also proceed autonomously and shall, in any event, invite the Member subjected to disciplinary procedure to explain his/her reasons personally or in writing. The Board shall resolve by majority vote and the written decision is sent by the Board President to the President of the Board of Directors to be further sent by registered mail to the concerned Member.
3.3 Active Members Committee
The Active Members Committee includes a Director who must be an Active Member. To help him in his task, the Director will propose 2 to 3 Active Members to be validated by the Board of Directors. The Director and his team shall hold office for 2 years. The Active members committee is in charge of checking the membership applications in relationship with the Mentors and the new Members. The Active Members Committee is in charge to submit an annual report on the evolution of Membership over the time during the Annual Active Member General Assembly.
3.4 Commission for Scientific Activities
The Commission for Scientific Activities includes a Director who must be an Active Member. To help him in his task, the Director will propose 2 to 3 Active Members to be validated by the Board of Directors.
The Director and his team shall hold office for 2 years.
This Commission for scientific activities shall cooperate with the Board of Directors to the organization and selection of cultural and research activities of the Association.
3.5 Commissions per Territory
Commissions per Territory (not necessarily a country) can be opened with a Director. The Directors are in charge to set up their teams (no more than 5 people including the Director). All Directors must be Active Members and responsible persons with them can be Standard Members or Active Members or Member of RSB.
The Director and his team shall hold office for 2 years.
➢ They will be in charge to set up one event in their country at no charge for the CAI Academy.
➢ They will be in charge to gather new Members.
➢ They will be in charge to bring people to the Annual Meeting.
➢ Decision to close a Director position can be done by vote during an Active Members General Assembly.
4.General Assemblies
4.1 Annual Active Members General Assembly
The General Assembly of Active Members shall be convened by the Board of Directors at least once a
year, not later than the month of June, by notice sent by e-mail at least 30 days before the day fixed for
the meeting.
The Active Members’ Meeting shall:
➢ approve the financial statements of the previous year
➢ approve the current year budget
➢ ratify the admission of new Active Members
➢ elect the members of the Board of Directors
➢ elect the Director of the Board of Arbitrators
➢ elect the Director of the Active Member Committee
➢ elect the Director of the Commission for Scientific Activities
➢ elect the Director of the Commissions per Territory
➢ resolve the changes to the Articles of Association
➢ resolve on the issues submitted by the Board of Directors
➢ resolve on the possible dissolution of the Association.
The reports of the Active Members General Assemblies will be available on request to all categories of
Members.
4.2 Valid Members
The Active Members who are duly registered and have paid their annual membership fees are entitled
to take part in the Active Members General Meetings, vote and handle proxies.
4.3 Proxies
Any Active Member may be represented at Assembly by another Active Member attending the Assembly by granting this Active Member a proxy. Online proxy form will be proposed. For an Active Member attending the assembly, there is no limitation in the number of proxies.
4.4 Online Assembly and Quorum
The Active members General Assemblies can be done online.
For all current decisions a quorum of 50% + 1 of the registered Active Members of the current year will be needed to validate the Assembly.
4.5 Vote
Each Active Member taking part in the Assembly is entitled to one vote.
In addition he will get one vote per proxy, if any.
Vote on a decision can be Yes, No, Abstention.
Decisions are validated with Majority of Yes votes: more Yes than No, Abstentions are excluded.
Decisions are validated at the Unanimity: 100% Yes, Abstentions are excluded.
Decisions are not validated with Majority of No votes: more No than Yes, abstentions are excluded.
In case of ballot (same number of Yes and No, Abstention are excluded), a second run of vote can be proposed during the same assembly or during the next one on the same or a modified proposal.
5. Financial Statements
5.1 Financial statement
The financial statements of the previous year shall be submitted to the Active Members’ General Assembly for approval not later than the month of June each year.
6. Final Rules
6.1 Legal location
The Court of Bologna, Italy is the current relevant location for any dispute.
For anything not ruled by these Articles of Association, reference is made to the Italian Civil Code and other relevant legal provisions.
In case of dissolution of the Association, the Active Members’ Meeting shall determine the procedures for the liquidation and the allocation of the residual funds.
6.2 Dispute
Any dispute which may arise with respect to the construction and application of these Articles of Association, its Organs and Members shall be submitted first to the Board of Arbitrators.
