Constitution of the Namibian Dental Association

Namibian Dental Association

Members Area

1. DESIGNATION

1.1 The name of the Association shall be the Namibian Dental Association, hereafter referred to as the Association.

2. OBJECTS OF THE ASSOCIATION

2.1 Subject to the provisions of this Constitution the main objects of the Association shall be:

• 2.1.1 To promote the Dental and Oral Health of all the inhabitants of the Republic of Namibia and thereby to contribute to the physical and mental welfare of said inhabitants.
  

• 2.1.2 To promote honorable practice of the Dental and Dental Auxiliary Sciences and to repress malpractice.
  

• 2.1.3 To support, improve and protect the character, status and interests of Dentists and Dental Auxiliaries.
  

• 2.1.4 To promote and maximize National and International interaction and co-operation between Dental Professionals and Dental Auxiliaries as well as within the different professional groups.
  

3. EXECUTIVE-COMMITTEE

3.1 It shall be the duty of the Executive Committee to give effect to resolutions passed at meetings of the Association and to administer the affairs of the Association in accordance with this Constitution.

• 3.1.1 Composition of Executive Committee: The Executive Committee shall consist of a minimum of six members and shall include the following:
  

- The President

- The Vice-President

- The Secretary

- The Treasurer

- The Immediate Past President

- Elected member/s

• 3.1.2 The Executive Committee shall have the powers to co-opt voting members.
  

3.2 Election of Office Bearers

• 3.2.1 Only Ordinary members shall be eligible for election to the Executive Committee.
  

• 3.2.2 Office bearers, with the exception of the Immediate Past President (who will automatically be a member of the Committee), shall be elected by simple majority by the Annual General Meeting.
  

• 3.2.3 The first Annual General Meeting of the Association will elect an additional member to the Executive Committee in lieu of an Immediate Past President.
  

• 3.2.4 Nominations must be in writing on a prescribed form and shall be accepted by the Secretary or Electoral Officer.
  

• 3.2.5 All nominations shall be signed by a proposer and seconder, both of who shall have the consent of the nominee to his/her nomination going forward.
  

• 3.2.6 Voting shall be by ballot.
  

• 3.2.7 All office bearers shall be elected annually. The President may not be re-elected for a consecutive period of more than three years.
  

3.3 Rules of procedure

• 3.3.1 The Executive Committee shall hold office until the next succeeding Annual General Meeting and their duties shall be those usually associated with their respective positions.
  

• 3.3.2 At least five days notice shall be given of meetings of the Executive Committee.
  

• 3.3.3 Four members, elected in terms of Article 3.1.1, present in person or by proxy, shall form a quorum at meetings of the Executive Committee.
  

• 3.3.4 In the event of a member of the Executive Committee absenting him/herself without good cause from three consecutive regular meetings thereof, his membership of the Committee shall automatically cease.
  

• 3.3.5 In the event of any vacancy arising in the membership of the Executive Committee, the Committee may appoint a successor, who shall hold office as such until the next Annual General Meeting.
  

4. AD HOC COMMITTEES

4.1 Any General meeting of the Association or the Executive Committee shall have the power to appoint Ad Hoc committees to report on any special subject that may require investigation and shall determine the reference, composition, powers and duties of such committees.

4.2 Ad Hoc committees may be appointed from any category of membership of the Association.

5. MEMBERSHIP

5.1 Members of the Association shall include:

- Ordinary members

- Associate members

- Honorary members

- Affiliate members

- Student members

• 5.1.1 Ordinary members; Ordinary membership shall be open to Dental Practitioners and Dental Specialists registered to practice as such in the Republic of Namibia.
  

• 5.1.2 Associate members; On the recommendation of the Executive Committee, a General Meeting of the Association shall have the power to grant Associate membership of the Association to persons not registered to practice as Dental Practitioners or Dental Specialists in the Republic of Namibia but who:
  

• - holds a University degree
  

• - is actively engaged in a field allied to dental education and/or dental research
  

• - falls into such other category as the Annual General Meeting may from time to time agree upon.
  

• Other than the right to vote, Associate members shall be admitted to all the rights and privileges pertaining to Ordinary membership of the Association.
  

• 5.1.3 Honorary members; A General Meeting of the Association shall have the power to elect  Honorary members of the Association and to admit members so elected to such privileges, other than the right to vote, as the Association may decide. Honorary members may be elected either on recommendation of the Executive Committee or after submission, by any member of the Association, of the Curriculum Vitae of the proposed Honorary member to the General Meeting. Such members may be:
  

• - Members of the Dental or a Dental Auxiliary profession.
  

• - Persons who have distinguished themselves in other fields.
  

• Election to Honorary membership shall be approved by a majority of not less than two-thirds of those present and voting shall be by ballot.
  

• 5.1.4 Affiliate members; Affiliate membership shall be open to members of the Dental Profession in foreign countries who are in good standing with their National Professional Associations and/or such persons in foreign countries where no such Association has been established subject to the approval of the Executive Committee.
  

• Other than the right to vote, Affiliate members shall be admitted to all the rights and privileges pertaining to Ordinary membership of the Association.
  

• 5.1.5 Student members; Student membership may be granted to any student, following a course leading to registration to practice as Dental Practitioner in the Republic of Namibia and who has entered the fourth year of academic study.
  

• Upon graduation and registering to practice as Dental Practitioner in the Republic of Namibia a Student member shall automatically become an Ordinary member of the Association.
  

• Other than the right to vote, a Student member shall be admitted to all the rights and privileges pertaining to Ordinary membership of the Association.
  

6. TERMINATION OF MEMBERSHIP

6.1 Any member giving written notice to that effect may terminate membership of the Association.

6.2 Membership of the Association shall cease automatically when a member no longer qualifies for membership in accordance with Articles 5.1.1 through 5.1.5 of this Constitution.

6.3 Membership of the Association shall ipso facto terminate if the annual subscription fees of a member is not paid in full within two months after the due date thereof.

6.4 Any person who ceases to be a member of the Association in terms of Article 6.3 shall automatically be re-instated as a member of the Association, without any application being made therefore, if the subscription in arrears has been paid in full within three months after membership has been terminated.

7. DISCIPLINARY ACTION

7.1 A General Meeting of the Association shall have the right to take disciplinary action against any member of the Association. Such action shall be in the form of a warning or termination of membership.

7.2 Disciplinary action shall be taken in the following instances:

• 7.2.1 Any member contravening the rules of this Constitution and/or the By-Laws of the Association.
  

• 7.2.2 Any member not abiding by any decision legally and correctly taken by the Association.
  

8. ADDRESSES OF MEMBERS

8.1 Members are required to register in writing with the Secretary an address to which communications may be sent. Any subsequent changes in address must likewise be registered in writing.                     

8.2 Notices posted to such registered address shall be sufficient notice for all purposes. Members failing to render an address or changes of address shall be deemed to have waived their right to receive communications.

9. FINANCE

9.1 The income of the Association, derived from whatever source, shall be applied towards the promotion of the objects of the Association.

9.2 An account shall be opened in the name of The Namibian Dental Association with a Banking Institution and/or Building Society approved by the Executive Committee.

9.3 The Treasurer shall manage the finances of the Association and shall lie before the Annual General Meeting a Revenue and Expenditure Statement and Balance Sheet for the financial year.

9.4 All expenses of the Association shall be approved and signed by not less than two members of the Executive Committee.

9.5 The books, accounts and balance sheets shall be audited in each year by an auditor appointed at each Annual General Meeting.

10. SUBSCRIPTIONS

10.1 The annual subscription fees shall be determined by the Annual General Meeting from time to time.

10.2 Members 70 years and older and Honorary Members shall be exempted from the payment of any such subscriptions.

10.3 The Treasurer shall render accounts for subscription fees in writing. Any such subscription fees are payable in full within two months of rendering of the account. Failing this, no member may lay claim to any of the rights or privileges granted to members of the Association.

11. MEETINGS

The following meetings shall be held:

- Annual General Meetings

- Executive Committee meetings

- Extra-ordinary General meetings if and when necessary.

11.1 Annual General Meeting

• 11.1.1 Annual General meetings shall be held at such time and place as may be decided on by the Executive Committee, but not later than the 31st day of October each year.
  

• 11.1.2 The Secretary shall give notice of the Annual General Meeting in writing not less than thirty days before the meeting. All the relevant documents pertaining to the Annual General Meeting shall be sent to all members not less than fourteen days before the meeting.
  

• 11.1.3 One third of Ordinary members, present in person or by written proxy, shall constitute a quorum. If a quorum is not present within half an hour of the time appointed for the meeting, the Chairman shall dissolve the meeting. The Chairman shall then rule that notice must be sent to all members with effect that another meeting shall convene in not a shorter period than three weeks and not longer than seven weeks from date of the first meeting and that members present at this second meeting shall form a quorum.
  

• 11.1.4 Resolutions passed at the Annual General Meeting shall be by a simple majority vote of Ordinary members present in person or by proxy, except as otherwise provided for in this Constitution. The Chairman shall have a casting vote as well as a deliberative vote. Voting shall be by show of hands unless two or more Ordinary members claim a vote by ballot.
  

• 11.1.5 Permission must be obtained from the Chairman to introduce visitors at any meeting. Visitors shall not participate in the discussions, unless invited to do so by the Chairman.
  

11.2. Extra-ordinary General Meetings

• 11.2.1 Extra-ordinary General Meetings may be held when the Executive Committee thinks fit or when requested by the members of the Association. Members requesting an Extra-ordinary General meeting shall do so in writing and shall state precisely the business they wish to transact. Not less than seven Ordinary members of the Association shall sign any such requisition for an Extra-ordinary General meeting.
  

• 11.2.2 The Executive Committee shall convene an Extra-ordinary General meeting not longer than fourteen days after receiving a request to do so.
  

• 11.2.3 Notice of an Extra-ordinary General meeting plus all relevant documentation shall be sent to all members of the Association not less than ten days before such meeting and shall specify the place, day, hour and reason for the meeting.
  

• 11.2.4 Business transacted at Extra-ordinary General meetings shall be limited to that stated in the notice of the meeting.
  

• 11.2.5 Rules of procedure for Extra-ordinary General meetings shall be as for the Annual General Meeting.
  

12. MINUTES

12.1 The proceedings of any meeting of the Association shall be properly bound and preserved in the form of typewritten minutes and authenticated after confirmation at the next meeting by signature of the Chairman.

12.2 The Secretary shall communicate to members in a manner as from time to time agreed to by the Executive Committee.

13. CORPORATE STATUS

13.1 Subject to the provisions of the Companies Act, the Association shall be a body corporate, not for gain, with perpetual succession, and capacity to acquire rights and incur obligations independently of its members, All assets, funds or property of the Association shall be held as a Corporation at Law. All the income of the Association shall be applied solely toward the promotion of its objects and no portion thereof shall be paid or transferred directly or indirectly to any member or members, provided that nothing herein contained shall prohibit the payment of bona fide remuneration to any servant of the Association, or to any member in consideration of any services actually rendered to the Association.

13.2 Legal proceedings

• 13.2.1 The Association shall have the power to sue or be sued in its own name and the authority to institute or defend legal proceedings shall be signed by the Executive Committee, who shall have power to represent the Association in all such proceedings.
  

• 13.2.2 In any action between the Association and a member or members, the member or members shall not be entitled to plead partnership.
  

13.3 Liability of members

The liability of every member of the Association shall be limited to the amount of subscription due by such member in terms of this constitution and unpaid. Beyond this no member shall be personally liable for the debts of the Association.

13.4 Rights of members

Any member ceasing, for whatever reason, to be a member of the Association shall have no partnership or other interest in any of the assets of the Association.

14. INDEMNITY

14.1 Every member of the Association or of any Committees thereof shall be and is herewith indemnified by the Association against loss, expense or damage incurred in discharge of or arising out of his/her duties, not due to his own fault or neglect, and no member, committee member or other officer of the Association shall be liable for the acts or defaults of any other member, committee member or officer of the Association.

15. DISSOLUTION

15.1 The Association may be dissolved by a resolution of not less than two-thirds of the Ordinary members present and entitled to vote at a General meeting called for that purpose and of which not less than fourteen days notice in writing has been given.

15.2 Upon dissolution of the Association, any surplus assets shall be disposed of in a manner decided upon by simple majority vote of Ordinary members present at the General meeting dissolving the Association.

16. AUTONOMY

16.1 The Association shall be free to control its affairs in such a manner as it may think fit, provided that no action may be taken by the Association contrary to the provisions of this constitution or in conflict with the objects or any national policy agreed to by the Association.

17. BY-LAWS

17.1 The Executive Committee shall be entitled to make, add to, alter or repeal such By-Laws as it deems fit for the management and control and working of the affairs of the Association, provided that no addition, amendment or repeal of the By-Laws shall be effected unless:

• 17.1.1 It is in accordance with the provisions and spirit of this Constitution.
  

• 17.1.2 Each member of the Association has been given at least one month notice of the intention of the Executive Committee to do so.
  

• 17.1.3 Not less than two-thirds of the members of the Executive Committee are in favour of the proposed addition, amendment or repeal.
  

17.2 Any addition, amendment or repeal made to the By-Laws by the Executive Committee shall hold effect until the first Annual General Meeting following the addition, amendment or repeal to the By-Laws and it shall be the duty of this Annual General Meeting to either ratify or overrule the action taken by the Executive Committee.

18. ADOPTIONS AND AMENDMENT OF CONSTITUTION

18.1 This Constitution shall be adopted as the only and legal Constitution of The Namibian Dental Association by a two-thirds majority vote of persons present and having signed a declaration of intent to become members of the said Association at a meeting of persons eligible for membership of the Association.

18.2 It shall be competent for the Association to alter or amend this Constitution providing:

• 18.2.1 That at least fourteen days written notice is given of any proposal to alter or amend the Constitution.
  

• 18.2.2 that such proposal is confirmed by a two-thirds majority of Ordinary members.
  

© 2009 Namibian Dental Association