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Rev. AGM April 2, 2022
I. Name, domicile, purpose
Article 1: Name, domicile
Under the name of ITI International Team for Implantology (Internationales Team für Implantologie) (referred to as the ITI), there is an Association pursuant to these Articles of Association and Art. 60 et seq. of the Swiss Civil Code. The domicile of the Association is in Basel, Switzerland.
Article 2: Purpose
The objectives of the ITI are the promotion and dissemination of knowledge about implant dentistry and its related fields through education, research and interpersonal exchange.
These objectives are achieved through the ITI Philosophy, which encompasses scientific credibility, independence and a sense of responsibility towards the patient through a non-profit academic organization of clinicians and researchers.
The Association has solely charitable objectives and is politically and denominationally neutral. The official language of the ITI is English.
Article 3: General prerequisite
Natural persons with the relevant qualifications as defined in Article 5, who are interested in participating in all aspects of the ITI community, can be admitted as Members or Fellows of the ITI.
Article 4: Categories of membership
The two categories of membership are:
Within these two categories, further designations may be added by the Board of Directors as necessary.
Article 5: Requirements for ITI membership
Membership is open to professionals with an expressed interest in any facet of implant dentistry and its related fields who wish to participate in the ITI and abide by its principles and obligations. Membership, while registered internationally with ITI Headquarters in Basel, is primarily based upon local and/or regional participation in ITI activities.
Article 6: Requirements for ITI fellowship
To be nominated to the category of Fellow in the ITI, a candidate must demonstrate a high level of activity in at least one of the following areas:
- Education: Dental implant education, whether institutionally based or in the area of organized continuing education.
- Research: A documented record of publication in scientific/peer-reviewed journals on subjects relating to the general area of implant dentistry.
- Leadership: Leadership in international, national or regional dental professional organizations.
Nominees for fellowship must be recognized as being supportive of the ITI, its objectives and philosophy.
Nominations for fellowship may only be made by ITI Fellows with at least four years seniority. Each nomination must be supported by two additional ITI Fellows and have the approval of the Section Leadership Team of the Section with which the nominee is affiliated.
The nominator is responsible for:
a. Ensuring that the Section Leadership Team approves the nomination,
b. The availability of the two supporters; both supporters must individually confirm support for the nomination to ITI Headquarters in writing,
c. Providing a current curriculum vitae completed by the nominee, and
d. Submission of the completed nomination in the form required by ITI Headquarters.
ITI Headquarters reviews all nominations for completeness and compliance with the fellowship nomination process and provides the Board of Directors with its feedback.
Fellows who have actively contributed to the ITI for at least 15 consecutive years can be nominated by their Section to become a Senior Fellow in line with the guidelines available from ITI Headquarters and following approval by the Board of Directors.
Persons who have achieved particular merit in service to the ITI may be appointed Honorary Fellows by the Board of Directors.
Article 7: Cancellation of membership or fellowship
Membership or fellowship is cancelled following:
a. The resignation of a Member or Fellow. ITI Headquarters must be notified of this resignation in writing. Dues for the year in which the resignation was submitted must be paid.
b. The determination by the Board of Directors that a Member or Fellow has acted against the interests of the ITI, has been convicted of a felony or has violated the Articles of the Association. The cancellation of a membership or fellowship can take place without disclosure of the reason.
c. Non-payment of the annual fee by the due date specified by the Board of Directors.
Article 8: Rights and obligations of Members and Fellows
Members and Fellows have the following rights and obligations:
a. The principles of treatment established by the ITI are to be respected by Members and Fellows.
b. Members and Fellows commit themselves to a friendly and loyal spirit among colleagues.
c. The progress achieved in implant dentistry by individual Members or Fellows in practical or scientific fields should be made available to all Members and Fellows of the ITI. The Fellows must endeavor to support one another as much as possible.
d. Members and Fellows are to pay the agreed dues within the time period set by the Board of Directors. Honorary Fellows are exempt from due contributions.
e. Members and Fellows are to attend Section meetings, ITI Congresses and World Symposia whenever possible. In addition, Fellows are to attend the ITI Annual Meetings whenever possible.
f. Fellows possess voting rights and have the right to submit motions at the General Assembly. Members do not have the right to submit motions or vote at the General Assembly.
g. Only Fellows are eligible for election or appointment as members of the Association’s Board of Directors and committees. Exceptions may be made if unique qualifications for a given office are required.
h. Fellows who are active on the Board of Directors or a committee must agree that the intellectual property rights relating to ideas exchanged at meetings of such committees belong to the ITI.
III. Organization of the Association
Article 9: Executive organs
The executive organs of the Association are:
a. The General Assembly
b. The Board of Directors
c. The Auditors
a) The General Assembly
Article 10: Powers of the General Assembly
The General Assembly is the highest body of the Association. The General Assembly comprises all the Fellows. The General Assembly has the following powers:
- To approve the Annual Report of the President and the annual financial statements (including profit and loss statement as well as balance sheet);
- To discharge the members of the Board of Directors from liability;
- To approve the annual dues for Members and Fellows in Swiss Francs as the reference value as proposed by the Board of Directors. Annual dues are also collected in currencies other than Swiss Francs as determined by the Board of Directors. The exact amount in the individual currencies and countries is assessed annually based on currency exchange rates, local consumer price indices and market conditions as well as purchasing power parity, and may be adapted.
- To elect and recall the President nominated by the Board of Directors;
- To elect and recall the President-elect and Board members at large nominated by the Board of Directors;
- To elect and recall the Auditors;
- To adopt and amend the Articles of the Association;
- To pass resolutions regarding issues which are reserved for the General Assembly by law or the Articles of Association or are submitted by the Board of Directors;
- To dissolve the Association.
Article 11: Ordinary and extraordinary General Assembly
The ordinary General Assembly convenes every year for the annual meeting of the Fellows of the ITI. An extraordinary General Assembly is summoned either by the Board of Directors or based upon a motion supported by one fifth of the Fellows or based upon a motion submitted by the Auditors.
The Board of Directors is required to convene an extraordinary General Assembly within 60 days after such a motion has been submitted.
Upon the decision of the Board of Directors, the General Assembly may also be convened by means other than a physical meeting such as a conference call or a video meeting.
Article 12: Convening of the General Assembly
To convene the General Assembly, written notification, including the agenda, must be sent out by the Board of Directors with advance notice of at least 28 days.
Article 13: Organization of the General Assembly
The General Assembly is presided over by the President, and in his/her absence, by the Past President or President-elect or another member of the Board of Directors.
Minutes must be kept on the sessions of the General Assembly, which are to be signed by the President or presiding Board member and the author of the minutes.
Article 14: Resolutions of the General Assembly
The ordinary and extraordinary General Assemblies are deemed duly constituted regardless of the number of Fellows present. Decisions and elections at the General Assembly are determined by a simple majority of the votes recorded. In the case of a tie vote, the vote of the President decides. To adopt and amend the Articles of the Association and for the dissolution of the Association, a two-thirds majority of the cast votes is required.
Decisions and elections are generally taken by a show of hands. A secret ballot can be requested by a single Fellow.
b) The Board of Directors
Article 15: Composition of the Board of Directors
The Board of Directors consists of:
a. The President
b. The Past President or President-elect
c. Up to 4 Board members at large
d. The Chairpersons of the ITI Comittees
e. 1 person representing the Board of Directors of the Straumann Holding A (hereinafter “Straumann”)
f. 1 person representing the management of Straumann
Article 16: Election and appointment of the Board of Directors
The President, the President-elect and up to four Board members at large are nominated by the Board of Directors and elected by the General Assembly. The Chairpersons are appointed by the Board of Directors as Chairpersons of the respective committees and are, in their capacity as Chairpersons, members of the Board of Directors. The two members representing the Straumann Board of Directors and management are appointed by Straumann. All members of the Board have the right to vote.
Each term as a member of the Board of Directors is one to four years, as determined by the Board of Directors. Members may serve a maximum of two terms, unless they are nominated President, in which case they serve two additional terms (President-elect/Past President and President). The President cannot be re-elected for a second term. In exceptional circumstances, a term of office of any member other than the President may be extended. No term limitation applies to Straumann representatives.
The term as President is two to four years, as determined by the Board of Directors. After the term of office, the President serves for one to two additional years on the Board of Directors as Past President.
Before the Past President leaves, a President-elect is nominated by the Board of Directors. The nomination is announced to the General Assembly and the nominated President-elect must be approved by the General Assembly at the Annual General Meeting at least one year before the end of the current President’s term. At the end of the current President’s term, the President-elect then assumes the position of President. Should the General Assembly not approve the Board’s nominee, the Board of Directors will nominate an alternate candidate for approval by the General Assembly.
Article 17: Powers of the Board of Directors
The Board of Directors is entrusted with the direction of the Association as well as the supervision of ITI Headquarters and its management. The duties of the Board of Directors include in particular:
- To oversee the strategic and operational direction of the Association while ITI Headquarters manages the successful execution of the ITI’s objectives following the necessary directives and regulations issued by the Board of Directors;
- To determine the organization of the Association, in particular the organization of ITI Headquarters, as outlined in the Articles of Association;
- To approve strategies for all ITI activities;
- To approve the annual financial statements and budget;
- To approve new Fellows;
- To appoint the Committee Chairpersons and committee members with the exception of the Straumann representatives, and to nominate the President and President-elect, as provided by the Articles of Association;
- To appoint the Editor-in-Chief of the ITI’s journal “Forum Implantologicum”;
- To appoint, appraise and dismiss the Chief Executive Officer (CEO) of the ITI and to grant signatory power;
- To allocate funds to the ITI Committees and projects;
- To approve all annual budgets;
- To handle all Association matters that do not fall within the jurisdiction of the General Assembly.
The President and the Past President or President-elect each have signatory power when countersigned by another member of the Board of Directors.
The Board of Directors is empowered to delegate certain powers and responsibilities to its President, to one or several members of the Board of Directors, to committees, task forces or to the management of ITI Headquarters by enacting appropriate regulations and/or directives. All regulations, guidelines, handbooks and similar publications issued and/or amended by the committees are to be approved by the Board of Directors.
Article 18: Organization of the Board of Directors
The Board of Directors meets as often as business requires, called by the President or, in his/her absence, by the Past President or President-elect, or when one member of the Board asks for a meeting. The agenda for the meeting is to be announced in writing at least 10 days before the meeting. All necessary supplementary material to the agenda should be submitted at the same time.
Decisions of the Board of Directors are taken by the absolute majority of the members present. A meeting is duly constituted when the majority of its members are present. In the case of a tie, the President has a casting vote. The Board of Directors can pass decisions and resolutions by means of circulation (letter, fax, email, etc.) by a majority of its members, unless a member demands an oral discussion. Minutes of the decision and resolutions of the Board of Directors are to be kept.
The management of ITI Headquarters as well as the necessary secretarial assistance may participate in the meetings of the Board of Directors at the discretion of the Board of Directors without the right to vote.
Article 19: Remuneration of the members of the Board of Directors
The members of the Board of Directors are entitled to reimbursement of expenses incurred when active in the interests of the Association and to compensation corresponding to their activities, as determined by the Board of Directors itself.
Article 20: Officers
The officers of the ITI comprise the President, the Past President and the Presidentelect. The terms of their office are defined in Article 16. At no point do the Past President and President-elect serve at the same time. In the absence of the President, the Past President or the President-elect takes on his/her role.
Article 21: Powers and duties of the President
The President has the following duties and powers:
- To call meetings of the General Assembly and Board of Directors;
- To set the agenda and request reports for all meetings of the General Assembly and Board of Directors;
- To preside over all meetings of the General Assembly and Board of Directors;
- To provide a casting vote on resolutions of the General Assembly and Board of Directors in the case of a tie vote (tiebreaker);
- To charge committees with tasks through their chairpersons;
- To serve as an official ITI spokesperson to external persons/groups;
- To serve as an official ITI spokesperson at ITI Congresses.
c) The Auditors
Article 22: Election of the Auditors and their duties
The General Assembly elects one or several independent persons as Auditors. Legal entities and auditing companies may be elected as Auditors. The tenure is for one year; re-election is possible.
Unless an ordinary audit is required by Swiss law, the Auditors undertake a limited statutory examination of the financial statements in accordance with the provisions of the Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations) and present a written report and motion for the attention of the General Assembly on the result of their examination.
a) Research Committee
Article 23: Composition of the Research Committee
The Research Committee is made up of a Chair and a number of Fellows, all of whom are appointed by the Board of Directors, and one Straumann representative appointed by Straumann. The number of Fellows serving on the Committee is determined by the Board of Directors. Each term as a member of the Committee is one to four years, as determined by the Board of Directors. Members may serve a maximum of two terms. In exceptional circumstances, the term of office may be extended. No term limitation applies to the Straumann representative. If appropriate, the Research Committee may appoint consultants with specific expertise.
Article 24: Tasks of the Research Committee
The tasks of the Research Committee are to determine and oversee all research-oriented activities supported by the ITI.
b) Education Committee
Article 25: Composition of the Education Committee
The Education Committee is made up of a Chair and a number of Fellows, all of whom are appointed by the Board of Directors, and one Straumann representative appointed by Straumann. The number of Fellows serving on the Committee is determined by the Board of Directors. With the exception of the Straumann representative, ideally all members of the Education Committee are Section Education Delegates. Each term as a member of the Committee is one to four years, as determined by the Board of Directors. Members may serve a maximum of two terms. In exceptional circumstances, the term of office may be extended. No term limitation applies to the Straumann representative.
Article 26: Tasks of the Education Committee
The tasks of the Education Committee are to determine and oversee all education-related activities of the ITI.
c) Leadership Development Committee
Article 27: Composition of the Leadership Development Committee
The Leadership Development Committee is made up of a Chair and a number of Fellows, all of whom are appointed by the Board of Directors, and one Straumann representative appointed by Straumann. The number of Fellows serving on the Committee is determined by the Board of Directors. Each term as a member of the Committee is one to four years, as determined by the Board of Directors. Members may serve a maximum of two terms. In exceptional circumstances, the term of office may be extended. No term limitation applies to the Straumann representative.
Article 28: Tasks of the Leadership Development Committee
The tasks of the Leadership Development Committee are to determine and oversee all leadership-related activities including the Scholarship program.
V. ITI Headquarters
Article 29: ITI Headquarters and its duties
ITI Headquarters is a service and coordination office for the ITI and its bodies.
The Board of Directors appoints a Chief Executive Officer (CEO) to oversee the management of ITI Headquarters and grants signatory power. The CEO is responsible for providing ITI Headquarters with strategic, financial and operational leadership in close coordination with the President, the Board of Directors and the ITI Headquarters team. The CEO has operational responsibility for the affairs of the ITI Association and the ITI Foundation. ITI Headquarters also acts as the interface to Straumann.
The CEO has direct authority for the staffing requirement and staff performance within ITI Headquarters and is responsible for presenting a report on staffing annually to the Board of Directors.
The CEO prepares a business plan for a duration specified by the Board of Directors and is responsible for presenting the plan and an evaluation of its implementation annually to the Board of Directors.
The CEO submits an annual report and budget to the Board of Directors.
VI. ITI Sections
Article 30: Purpose and composition of ITI Sections
For purposes of educational training and exchange of knowledge, the Board of Directors establishes ITI Sections upon application to ITI Headquarters.
ITI Sections comprise likeminded professionals with a focus on implant dentistry who are Members and Fellows of the ITI. Affiliation to a specific Section, its meetings and activities is defined by the correspondence address submitted by each Fellow and Member. Fellows and Members are free to participate in the activities of any ITI Section.
ITI Sections are managed by a Section Leadership Team that is responsible for the organization and coordination of all Section activities. The Section Leadership Team comprises up to five members, depending on Section size.
Three categories of size (small, medium and large) are defined by the Board of Directors. The Section Leadership Team of every Section includes a Section Chairperson, Education Delegate and Section Manager. Medium-sized and large Sections also include a Study Club Coordinator. In addition, large Sections have a Communications Officer. The Section Chairperson, Education Delegate, Study Club Coordinator and Communications Officer are all Fellows from that Section and are elected by the Fellows of the Section. The Section Manager is appointed by Straumann after having proposed such candidate to the ITI. The responsibility of the Section Manager is to manage all organizational matters of the Section in close coordination with the Section Leadership Team.
The Section Chairperson is responsible for upholding the objectives, philosophy and adherence to the Articles of the ITI. ITI Headquarters acts as the liaison office to the Sections.
The Section Chairperson is also responsible for encouraging professionals with an expressed interest in any facet of implant dentistry and its related fields to become Members.
The Education Delegate is responsible for the development of an education program according to the scientific principles established by the ITI Education Committee.
The Education Delegate is also responsible for speaker approval for continuing medical education courses. ITI Speakers are ITI Fellows or Members who provide lecturing/teaching services as part of the ITI’s activities. When carrying out this function, Speakers are representatives of the ITI and are required to present their work in the spirit of the ITI Philosophy and according to the principles outlined in the ITI Consensus Papers.
The Study Club Coordinator is responsible for coordinating and supporting the various Study Clubs within a Section as well as evaluating and suggesting new Study Clubs for the Section. The Study Club Coordinator is the link between the Education Committee and the Section's Study Club Directors. In small Sections, the duties and responsibilities of the Study Club Coordinator are handled by the Education Delegate.
The Communications Officer is responsible for Section-related internal and external communications tasks. In small and medium-sized Sections, the duties and responsibilities of the Communications Officer are handled by the Section Manager.
The Chairperson, the Education Delegate, the Study Club Coordinator and the Communications Officer are elected by the Fellows of the Section at the Fellow Meeting. Section officers may serve up to a total of eight years on the Section Leadership Team. Each term of office is one to four years as defined by the Section. Only one term of office may be served in each leadership position. In exceptional circumstances and subject to the approval of the Board of Directors, the term of office of an officer may be extended.
The election of Section officers takes place in a manner determined by the Fellows of the Section. A simple majority is required for election.
When holding a Fellow Meeting or Section Officer elections, the Fellows of the Section must be informed of the date in writing not less than 28 days prior to the proposed meeting date. Only Fellows from that Section are entitled to vote and a simple majority is required.
The Sections receive financial support from the ITI Foundation. The extent of the support is decided by the Board of Directors on an annual basis and based on an annual budget submitted by the Section.
Section leadership, in conjunction with the Section Manager, prepares a strategic plan as well as a Section activity plan and budget for presentation to the Board annually.
If warranted by its size and activities, the Section may form its own committees.
Under exceptional circumstances, the Sections may, upon approval of the Board of Directors, enact their own constitution.
In areas where no ITI Section has been established, but which require coordination of local educational activities, the Board of Directors may nominate an ITI Fellow as an Area Coordinator.
Article 31: ITI Foundation
In order to achieve its goals, the ITI closely cooperates with the ITI Foundation.
Article 32: Assets
All personal liability of the Members and Fellows for obligations of the ITI is excluded.
Only the assets of the ITI are liable for its obligations.
The funds of the ITI are based upon membership dues, donations, income from ITI activities, the transfer of funds from the ITI Foundation for specific purposes, and yields from the Association’s Assets.
Former and expelled Fellows or Members have no claim on the Association’s assets.
VIII. Association year
The Association year corresponds to the calendar year.
If the liquidation of the Association is decided, then the members of the Board of Directors act as liquidators. A liquidation surplus is to be allocated to another nonprofit organization with a similar purpose.
Moreover, articles 60 and following of the Swiss Civil Code are valid.
Thus decided by the General Assembly of August 30, 1987.
Waldenburg, September 1995 (Revision of articles)
Waldenburg, August 1997 (Revision of the articles)
Waldenburg, August 1998 (Revision of the articles)
Gstaad, August 2003 (Revision of the articles)
Stuttgart, August 2008 (Revision of the articles)
Geneva, April 2010 (Revision of the articles)
Barcelona, August 2011 (Revision of the articles)
Istanbul, April 2015 (Revision of the articles)
Chicago, April 2016 (Revision of the articles)
Basel, May 2017 (Revision of the articles)
Amsterdam, April 2018 (Revision of the articles)
Basel, October 2020 (Revision of the articles)
Rome, April 2022 (Revision of the articles)