Constitution & Code of Conduct

THE IRANIAN ONTARIO DENTAL ASSOCIATION CONSTITUTION AND CODE OF CONDUCT

Introduction:

The Iranian Ontario Dental Association (IODA) is a provincially and federal registered non-for profit organization that was created in July 2014 at the initiative of its Founding Committee. It was founded with the vision of eventually becoming a chapter of the Iranian Canadian Dental Association (ICDA).

Founding Committee:

Dr. Niosha Daneshvar
Dr. Dorna Mojdami
Dr. Reza Termei

1. Name

The Iranian Ontario Dental Association (IODA) a chapter of Iranian Canadian Dental Association (ICDA)

2. Aim

To provide a strong foundation for professional networking for Iranian dentists, dental specialists and dental students in Ontario and Canada.

3. Objectives

To provide and promote professional dental networking amongst members
To provide its members with continuing dental education courses accredited by the regulatory bodies
To assist foreign trained Iranian dentists with their licensing process in Canada
To identify the business needs of its members and attempt to establish group benefits by working directly with the related industries
To organize social events and activities
To be a voice for the members and address professionally related matters within the dental community
To give back to the community through volunteering and fundraising initiatives

4. Membership

(a) Membership to the IODA/ICDA is open to dentists, specialists, Iranian foreign-trained dentists, dental students, allied dental care professionals such as hygienists, assistants, denturists, technicians as well as physicians

(b) The executive members committee shall have the power to refuse membership to an applicant, where it is considered such membership would be detrimental to the aims, purposes or activities of the group.

Licensed practicing dentist
Licensed Dental Specialist
Dental students
An unlicensed foreign-trained dentist
Retired dentist
Dental Hygienist
Dental Assistant
Denturist
Dental Lab Technician
Licensed Physician
Honorary member

(d) Membership Fees

(i) A member of the association must, on admission to membership, pay to the association the membership fee according to appendix A.

(ii) In addition to any amount payable by the member under the aforementioned subclause, a member of the association must pay to the association an annual membership renewal fee determined by the executive committee for each specific membership category.

(iii) Executive Committee may, from time to time, apply changes in the annual membership fee.

(e) Registration and termination of membership.

(i) Any member of the association may resign his/her membership and any representative of a member organization or section may resign such position, by giving any of the executive members of the association written notice to that effect.

(ii) The executive member committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion his/her conduct is prejudicial to the interests and objects of the association, PROVIDED THAT the individual member or representative of the member organization (as the case may be) shall have the right to be heard by the executive members committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

(iii) In cases of resignation or termination, any paid membership fee is non-refundable

(f) Right of appeal of terminated or suspended member

(i) A member may appeal to the association within 7 days after notice of the resolution is served on the member, by lodging with the Executive Committee notice to that effect.

(ii) The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(iii) On receipt of a notice from a member, the Executive Committee must hold a meeting within 28 days after the date on which the notice was received.

(iv) At the meeting, the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(v) The appeal is to be determined by a simple majority of votes cast by members of the Executive Committee.

5. Management

(a) The office-bearers of the association are as follows:

the president,
the vice-president,

the secretary-treasurer

(b) The term for any officer is one year

(c) The IODA/ICDA shall be administered by the Executive Committee. The total number of Executive Committee members is to be 5 which consists of 3 aforementioned officers plus 2 councillors. Upon further expansion of the association, executive members will be determined annually through the Executive Committee.

(d) Audit Committee: The Audit Committee consists of 2 auditors who are not members of the Executive Committee and are appointed by the Executive Committee after reviewing the applications and:

(i) shall assist with the election of the Executive Committee

(ii) shall audit the performance and conduct of the Executive Committee members

(iii) can attend any of the Association’s Executive or Working committee’s meetings at any time

(iv) its members are selected by the executive committee from the members of the association at least three (3) to six (6) months before the next general meeting

(e) Any active member of the Association who is a Licensed Iranian Dentist residing in Ontario and has at least one of the following qualifications (subjected to verification by the audit committee) is eligible for election for the Executive Committee:

has previously served as executive or board member at any Iranian or Canadian Dental Association or Society

has teaching or executive experience at any Iranian or Canadian dental school
has previously served a term on the IODA/ICDA Executive Committee
has a minimum of one-year work experience at any of the Association’s working committees

(f) Unless otherwise mentioned, the term for the executive committee is one year and the term for working committees is three years.

(g) There is no limitation on how many times a member can serve on the Executive Committee or any of the Working Committees.

(h) Election of Executive Committee members:

(i) Election Committee: Consists of the current Secretary/Treasurer and two members of the Audit Committee.

(ii) The Election Committee will be in charge of setting the election date and running the election for Executive Committee members.

(iii) Call for nominations for Executive Committee is made to the members six weeks before the election date.

(iv) Call for nominations for Executive Committee shall be closed four weeks before the election date.

(v) The Election Committee shall review the nominations according to paragraph 5(e) and publish a list of nominees together with voting instructions to all active members of the association via Email two weeks before the election date.

(vi) Two nominees with the majority vote together with the new president, new vice president, and past president shall form the new Executive Committee.

(i) Election of the Officers

(i) The past vice president will become the new president.

(ii) The past secretary-treasurer will become the new vice president

(iii) President to assume chair; The President shall immediately assume the chair of the meeting of Executive Committee upon election to office.

(iv) The new secretary-treasurer will be elected by nominations from the remaining Executive Members excluding the past president.

(v) The new President shall run the election for the office of the Secretary-Treasurer.

(vi) Call for nominations for the office of the secretary-treasurer.

(vii) Acclamation of secretary-treasurer: Where there is only one member of the Executive Committee nominated for the office of the secretary-treasurer, such member shall be declared elected secretary-treasurer by acclamation.

(viii) Election of secretary-treasurer by secret ballot: Where more than one member of Executive Committee is nominated for the office of the President, an election shall be conducted by secret ballot online or on paper with all members of Executive Committee participating in voting.

(ix) Members of the Executive Committee nominated for the office of the secretary-treasurer may briefly address Executive Committee prior to the election for that office.

(x) Tied votes for the election of Secretary/Treasurer: Tied vote will be broken by the new President.

(j) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

(k) Voting at the executive members' meeting shall be by show of hands or online voting on a majority basis. If there is a tied vote then the president will decide the final vote

6. Secretary-Treasurer

It is the duty of the secretary-treasurer to

(a) Keep minutes of the names of members of the Executive Committee present at a committee meeting or a general meeting, and to keep minutes of all proceedings at committee meetings and general meetings.

(b) Ensure that all money due to the association is collected and received and that all payments authorized by the association are made, and

(c) Ensure that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

7. Committee meetings and quorum

(a) The Executive Committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.

(b) Additional meetings of the committee may be convened by the President or by any member of the committee.

(d) Regular members of the Association, upon approval of the committee, may attend these meetings.

(e) In-Camera: While transparency is important for the work of any committee, there may be times when a portion of the meeting is conducted in privacy or ‘in-camera’. The minutes and business of this portion are recorded and kept separately from the meeting minutes. Non-committee members may be asked to leave the meeting during an in-camera session. A motion must be presented to move the meeting in-camera, and out of the camera.

(f) Oral, Email or written notice of a meeting of the committee must be given by the Secretary to each member of the Executive and the Audit Committees at least 72 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.

(g) A majority of members of a committee constitutes a quorum for any meeting.

(i) Effect of a vacancy on quorum: A vacancy on the committee is not counted in determining whether a quorum is present.

(h) No business is to be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to be dissolved.

(i) At a meeting of the committee:

(i) The president or, in the president’s absence, the vice-president is to preside, or

(ii) If the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.

8. Voting and decisions

(a) Any proposals and/or decisions made at any of the Association’s working committees must be approved by the majority votes of members of the Executive Committee, present at the meeting before it can be executed and enforced.

(b) Each member present at a meeting of the Executive Committee or of any Association’s working committees (including the person presiding at the meeting) is entitled to cast one vote but, in the event of an equality of votes on any question, the person presiding the related committee may exercise a second or casting vote.

(c) Any act or thing done or suffered, or purporting to have been done or suffered, by the Executive Committee is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Executive Committee or Working Committee.

9. Association’s publicity

(a) The online image of the IODA/ICDA including but not limited to its website and social media shall be governed and controlled solely by the Executive Committee.

(b) The content of any sort of publicity for the IODA/ICDA including online or on paper must be authorized by the Executive Committee prior to posting. This includes any third party advertisement.

10. Principles of Ethics

The principles of ethics of IODA/ICDA shall be the Principles of Ethics of the Ontario Dental Association and the Royal College of Dental Surgeons of Ontario and shall govern the professional conduct of the members of this organization.

In addition, the executive and committee members of the IODA/ICDA agree that their decisions and conduct will comply at all times with the following four guiding principles:

(a) Honesty and obedience to the law

(i) Abide by the laws in force in Ontario and Canada.

(ii) Abide by the provisions of the Constitution and By-laws of the IODA/ICDA.

(iii)Abide by the highest ethical standards in carrying their executive activities.

(b) Respect for individuals

(i) Act respectfully and fairly towards all members of the association

(ii) Abstain from intolerance, discrimination, sexism, ethnocentrism, fanaticism, racism and any other conduct that does not respect individuals' fundamental rights.

(iii) Respect other members’ opinions

(i) Act in such a way, in both word and deed, as always to preserve the reputation and dignity of the IODA/ICDA at all times.
(ii) Act in the best interests of the members of the Association rather than in their personal interests or the interests of another person or organization

(d) Accountability and responsibility

(i) Take all reasonable measures to avoid misconduct on the part of individuals for whom a person is responsible by virtue of their position.

(ii) Promptly inform every person to whom a member reports by virtue of his or her position of any initiative for which that person could be held responsible and accountable, and have the initiative approved by that person.

(iii) Maintain the confidentiality of information obtained by virtue of their position.

(iv) Carry out the duties and responsibilities assigned by the IODA/ICDA with assiduity and professionalism.

11. Code of Conduct

The executive and committee members of the IODA/ICDA agree that they will comply at all times with the specific rules that guide their conduct in the following five situations:

(a) Conflict of interest

It is the policy of this Association that individuals who serve in elective, appointive or employed offices or positions do so in a representative capacity that requires loyalty to the Association. At all times while serving in such offices or positions, these individuals shall further the interests of the Association as a whole. In addition, they shall:

(i) avoid placing themselves in a position where personal or professional interests may conflict with their duty to this Association.

(ii) avoid using information learned through such office or position for personal gain or advantage.

(iii) avoid obtaining by a third party an improper gain or advantage.

(iv) promptly declare any personal interest and any direct or indirect interest in an organization, a business, an association or activity that might conflict with the position held in the IODA/ICDA, by reporting it orally or in writing to everyone concerned who might be influenced by or held responsible for the situation. The declaration must be made at the beginning of every discussion, motion, vote or another exercise of decision-making power and must be repeated if the potential conflict recurs. If the declaration is made in a situation where minutes are recorded, it must appear in the minutes.

(v) not exploit their status to secure an undue advantage, whether direct or indirect, for themselves or for a family member or friend.

As a condition for selection to any of the Association’s committee, each nominee, candidate and applicant shall complete a conflict of interest statement disclosing any situation which might be construed as placing the individual in a position of having an interest that may conflict with his or her duty to the Association.

(b) Abuse of power

(i) Not require, request or suggest that anyone violates this Code.

(ii) Not require, request or suggest that anyone waive his or her fundamental rights.

(i) Not solicit, accept or agree to accept later, for themselves or for another person, any gifts or benefits that might create an impression of indebtedness or that might give the impression of influencing the person's judgment in the performance of the position they hold.

(ii) Are acceptable gifts, souvenirs or promotional items where the total value from a single person or a single organization, over a 12-month period, is no greater than the amount for which a disclosure statement must be made to the Executive Committee ($100), as long as such gifts, souvenirs or promotional items do not create an impression of indebtedness and do not give the impression of influencing the person's judgment in performing the duties of the position they hold.

(iii) Gifts, souvenirs or promotional items received in the context of a purely private relationship are also acceptable, as long as they are not intended to influence the decision making of the member, whether directly or indirectly.

(iv) Return to the donor, as soon as possible, any gift or donation that is required to be refused

(d) Use of IODA/ICDA property

(i) Not use property, equipment, services, information, premises, financial resources or other things belonging to the IODA/ICDA for purposes other than those intended by the Association.

(ii) Protect the confidentiality of information and data belonging to the IODA/ICDA, and not use it to benefit oneself or another person or organization.

(e) Pre-employment and post-employment

(i) Declare any criminal record before accepting any position offered by the IODA/ICDA.

(ii) Not derive any undue advantage as a result of a position previously held in the IODA/ICDA.

12. General Meetings

(a) The association must hold its first annual general meeting (AGM) by October 2019 after its approval of the current constitution.

(b) The association must hold its annual general meetings within 6 months after the close of the association’s financial year.

(c) The annual general meeting of the association is to be convened on such date and at such place and time as the Executive Committee thinks fit.

(d) The annual general meeting may, upon request by the Executive Committee, be held online in a webinar format.

(e) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
to receive from the Executive Committee reports on the activities of the association during the last preceding financial year,
To announce nominees for the new Executive Committee and run the election.

(f) Proxy voting: Proxy forms will be available to members by the Executive Committee in advance of each AGM. Only complete and signed proxy forms will be accepted for the purpose of quorum and voting at the AGM.

(g) Fifteen members consisting of present members and proxies constitute a quorum for the transaction of the business of a general meeting.

(h) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting is to be dissolved.

(i) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the association.

(j) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

13. Making of decisions at General Meeting

(a) A question arising at a general meeting of the association is to be determined by either:

a show of hands, or
if on the motion of the chairperson or if 10 or more members present at the meeting decide that the question should be determined by a written ballot—a written ballot.

(b) If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(c) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

14. Finance

(a) IODA/ICDA Inc. is a non-for profit organization. The funds of the association are to be derived from membership fees, sponsorships and, subject to any resolution passed by the association in general meeting, such other sources as the Executive Committee determines.

(b) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or another authorized deposit-taking institution account.

(d) Any money obtained by the Association shall be used only for the Association.

(e) Any bank accounts opened for the Association shall be in the name of the Association.

(f) Any cheque issued shall be signed by at least two (2) Officers

(g) The Executive Committee members will ensure that the Association stays within the budget.

15. Dispute or Disagreement

(a) In cases of unresolved dispute or disagreement among the association’s working committees, the issue shall be referred to the executive committee for resolution.

(b) In cases of unresolved dispute or disagreement among the executive committee members, the issue shall be referred to the founding committee (refer to the introduction) for resolution.

16. Alteration of the Constitution or Dissolution

(a) Proposals for amendments to this constitution or dissolution can only be made by the Executive Members of the Founding Members.

(b) Proposals for amendments to this constitution or dissolution must be delivered to the President of the association. The president in conjunction with all other executive and the founding members shall then decide on the date of a forum meeting to discuss such proposals, giving at least four weeks (28 days) clear notice.

(c) Any proposals for amendments to this constitution or dissolution must first be approved by at least 75% of the executive and founding committees combined before it can be sent as a motion to the general meeting where it must then be agreed by at least 75% of those members present and voting at any general meeting.

17. Dissolution

In case of dissolution, any assets shall be returned to their providers, if they require it, or shall be passed to another group with similar aims. Any remaining assets shall be distributed to a registered charity organization.

Appendix A

Membership fees for 2019-20

(i) Licensed practicing dentist

(ii) Licensed Dental Specialist

(iii) Dental students Free

(iv) Unlicensed foreign-trained dentist

(v) Retired dentist

(vi) Dental Hygienist

(vii) Dental Assistant

(viii) Denturist

(ix) Dental Lab Technician

(x) Licensed Physician

(xi) Honorary (awarded by the Executive Committee)

* Voting for election of the Executive Committee is open only to registered dentist members with active RCDSO license

† Subjected to eligibility according to paragraph 5e of the constitution

‡ Attendance in CE seminars is free for dental students and unlicensed foreign-trained dentists, subjected to registration for the event and space availability

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