The British Academy of Oral Biology and Clinical Dentistry (BAOB-CD) is a learned organisation committed to supporting research, education, and patient care for underserved communities across the world through a partnership-based approach. Its functional and strategic goals are centred on translational research, community care, educational development, and faculty development. Through translational research, the BAOB-CD aims to address essential health and wellness needs and develop cost-effective approaches to service provision for communities in need. Its community care activities are based on the principle of patient involvement in health development, with the objective of reducing the burden of preventable diseases within populations.
Educational development is another major priority of the BAOB-CD. The organisation promotes student-centred learning facilitated by motivated teaching faculty, with clearly defined learning objectives and measurable educational outcomes. Faculty members are encouraged to engage in appropriate and rational assessment of their students to ensure that educational processes are effective, relevant, and outcome-oriented. This is complemented by an ongoing programme of faculty development through pedagogical activities, including practice-based teaching and continuous improvement of teaching methodologies.
The BAOB-CD is connected with faculties and academic institutions at universities across the world. The University Alliance Initiative (UAI) represents the organisation’s operational and strategic approach to identifying and engaging like-minded clinicians, educators, and researchers who can work together to strengthen services for communities in need. In particular, the initiative seeks to address the significant educational and healthcare needs of underserved communities in countries across Asia and Africa. The UAI has developed a substantive plan of action aimed at establishing comprehensive university-level services through private, public, and non-governmental organisation partnerships, with the long-term objective of developing institutions and services owned and operated by the organisation.
Through the University Alliance Initiative, the BAOB-CD aims to develop an integrated approach to oral and craniofacial health that brings together medicine, dentistry and biological sciences. Major Services
Translational Research and Innovation
BAOB-CD supports translational research focused on essential health and wellbeing, with particular emphasis on converting scientific knowledge and research findings into practical, evidence-based, and cost-effective healthcare solutions for underserved communities.
Oral and Craniofacial Health Services
Through an integrated multidisciplinary approach, BAOB-CD promotes comprehensive oral and craniofacial healthcare incorporating dentistry, medicine, and relevant life sciences. The programme encompasses clinical services, professional education, research, prevention, diagnosis, and patient-centred care.
Oral Health for Total Health
BAOB-CD advances the principle that oral health is an integral component of overall health. Its programmes promote the integration of oral healthcare with wider medical and community health services through clinical practice, education, research, and preventive health initiatives.
Cancer Prevention and Control
BAOB-CD supports prevention, early detection, research, education, and clinical approaches to cancer, with particular emphasis on oral and head-and-neck cancers. The Academy develops collaborative programmes with cancer hospitals, research institutes, universities, and specialist organisations internationally.
Community and Preventive Healthcare
BAOB-CD promotes community-centred healthcare through active patient and community participation. Its programmes aim to strengthen prevention, health awareness, early intervention, and access to appropriate healthcare, with particular attention to populations experiencing significant health inequalities.
Education and Professional Development
BAOB-CD supports student-centred education, professional training, continuing education, and competency-based learning. Its educational programmes are designed around clearly defined learning objectives, measurable outcomes, appropriate assessment, and the development of clinically competent and socially responsible healthcare professionals.
Faculty Development and Academic Capacity Building
BAOB-CD provides opportunities for continuous faculty development through pedagogical training, practice teaching, academic collaboration, peer learning, and enhancement of teaching and assessment methodologies. The objective is to strengthen the capacity of educators to deliver high-quality, outcome-oriented education.
University Alliance Initiative (UAI)
The UAI provides an international platform for collaboration among universities, clinicians, researchers, educators, healthcare institutions, governments, private organisations, and NGOs. It is designed to develop sustainable partnerships for education, research, clinical services, and community health, with particular emphasis on underserved regions of Asia and Africa.
Child Health and Wellbeing
BAOB-CD is developing targeted programmes addressing essential health needs in children, integrating prevention, clinical care, education, research, and community engagement within a broader multidisciplinary framework.
Psychiatric Medicine and Mental Health
The Academy is developing collaborative initiatives in psychiatric medicine and mental health as part of its broader commitment to integrated healthcare and essential health research.
International Academic and Research Collaboration
BAOB-CD facilitates international collaboration among academic institutions, healthcare organisations, research centres, and professional experts to promote knowledge exchange, joint research, educational development, clinical innovation, and capacity building.
Integrated Clinical, Teaching and Research Services
Through its strategic partnerships and the University Alliance Initiative, BAOB-CD aims to develop integrated institutional services in which clinical practice, education, and research are mutually reinforcing. This model is intended to strengthen local capacity while creating sustainable platforms for high-quality healthcare and academic development.

Mission:

Mission

Our mission is to advance community-oriented, research-driven, and evidence-based medical and dental education for undergraduate and postgraduate students, as well as practising healthcare professionals. BAOB-CD fulfils this mission through strategic collaboration with university faculties and academic institutions across the world, serving as a facilitator and catalyst for educational, clinical, and research development.

We are committed to strengthening knowledge, clinical competence, research capability, and professional skills through an integrated approach to education, clinical practice, and research. Our programmes promote student-friendly and learner-centred teaching, supported by effective faculty engagement, contemporary educational methodologies, and rigorous academic and professional standards.

BAOB-CD seeks to develop and disseminate knowledge and skills that are relevant, measurable, transferable, and responsive to the evolving needs of healthcare. Our educational and research activities are designed to meet global standards while remaining responsive to the specific health, educational, and social needs of underserved communities, particularly in countries where access to high-quality medical and dental education and healthcare remains limited.

Through international academic partnerships, interdisciplinary collaboration, and continuous development of education and research, BAOB-CD aims to contribute to the advancement of healthcare professionals and the strengthening of sustainable health systems for communities in need.

Faculties

Professor Edward Lynch – Principal Director of Clinical Research at Las Vegas School of Dental Medicine, USA, and former Head of PG Dentistry at the University of Warwick, where he worked as Academic Dean.
Professor Martin G. Martin – Head of Research at De Montfort University’s School of Health and Life Sciences, leading the translational research and providing statistical support.
Professor Chitta Chowdhury – Executive Dean of the Academy, working within De Montfort University Health Sciences, Leicester, and the City of London Dental School, London.
Professor Tony Markmber.us – Executive Member.
Professor Brian Franks – Executive Member.
Dr S. Ponnuthurai – Executive Member.
Professor Andrew Lions – Executive member

Constitution and By-Laws of the British Academy of Oral Biology & Clinical Dentistry

BAOB&CD

CONSTITUTION AND BY-LAWS

OF THE

BRITISH ACADEMY OF ORAL BIOLOGY & CLINICAL DENTISTRY

Adopted on: ____________________
Registered Office: ____________________, United Kingdom

PART I — CONSTITUTION

1. NAME

1.1 The name of the organisation shall be The British Academy of Oral Biology & Clinical Dentistry, hereinafter referred to as “BAOB&CD”, “the Academy”, “the Association” or “the Organisation”.

1.2 The Academy is established as a professional, scientific, educational and research organisation dedicated to the advancement of oral biology, clinical dentistry and oral and cranio-maxillofacial health.

1.3 The Academy shall operate in accordance with this Constitution and By-Laws and, where applicable, the laws of the United Kingdom and the jurisdiction in which it is registered.

2. STATUS AND GENERAL PURPOSE

2.1 BAOB&CD shall operate as a non-profit professional and scientific organisation.

2.2 No part of the income or property of the Academy shall be paid or transferred directly or indirectly by way of profit, dividend, bonus or other distribution to its members.

2.3 All income and property shall be applied solely towards the advancement of the Academy’s purposes.

2.4 Nothing in this Constitution shall prevent the Academy from reimbursing reasonable and properly incurred expenses or making any payment or benefit that is expressly authorised by law and by this Constitution.

2.5 If the Academy is subsequently incorporated or registered as a charitable organisation, Charitable Incorporated Organisation, charitable company or other legal entity, this Constitution shall be interpreted and amended as necessary to comply with the governing legislation and regulatory requirements applicable to that structure.

3. AIM AND OBJECTIVES

The principal aim of BAOB&CD is to advance education, research, professional development and evidence-based practice in oral biology, clinical dentistry and oral and cranio-maxillofacial health for the public benefit.

The objectives of the Academy shall include:

3.1 To provide a platform for basic, applied, clinical, epidemiological and strategic research in oral biology and minimally invasive clinical dentistry.

3.2 To promote evidence-based dentistry and the translation of scientific discoveries into effective and accessible clinical practice.

3.3 To encourage innovative educational development in dentistry and oral healthcare, including community involvement in health development.

3.4 To provide or facilitate advanced clinical, academic and research training through collaboration with appropriate dental schools, universities, hospitals, research institutions and clinical settings.

3.5 To disseminate scientific and clinical research findings to professionals, academic institutions, healthcare agencies, policymakers, students and the wider public.

3.6 To establish a bridge between scientific research, clinical practice, healthcare professionals and communities.

3.7 To develop, where appropriate and subject to applicable law and regulatory approval, an institute or centre of excellence linked with universities, dental schools and recognised learned organisations in the United Kingdom and internationally.

3.8 To encourage research concerning the biological basis, prevention, early detection and management of serious diseases, including oral cancer and head-and-neck cancer.

3.9 To pursue research, education and professional services directed towards the prevention and control of oral and cranio-maxillofacial diseases.

3.10 To promote collaboration between oral biologists, dental clinicians, medical professionals, scientists, educators, industry, public authorities and relevant organisations.

3.11 To promote continuing professional development and lifelong learning in oral biology and clinical dentistry.

3.12 To support students, early-career researchers and clinicians in developing their academic, research and professional capabilities.

3.13 To undertake any lawful activity that is incidental or conducive to the achievement of the Academy’s purposes.

4. MAJOR GOALS

4.1 Promotion of Oral Biology and Clinical Dentistry

The Academy shall promote oral biology as an important scientific and clinical discipline and shall encourage greater understanding of oral health sciences among dental, medical and allied health professionals and the public.

4.2 Student and Faculty Development

The Academy shall encourage undergraduate and postgraduate dental students, academic staff and researchers to develop interest and competence in oral biology, clinical dentistry and related research.

4.3 Exchange of Knowledge and Development of Research Networks

The Academy shall facilitate the exchange of scientific and clinical knowledge between oral biologists, dentists, universities, research institutions, healthcare organisations, industry and relevant professional bodies.

4.4 Policy and Strategic Recommendations

The Academy may make evidence-based recommendations concerning research, education, clinical governance, clinical audit, prevention, cost-effective healthcare and related policy matters to appropriate authorities and decision-makers.

4.5 Infrastructure and Institutional Development

The Academy may seek to establish or acquire premises, research facilities, educational facilities, laboratories, clinical facilities and other infrastructure required to advance its purposes.

Any such property or infrastructure shall belong to the Academy or the relevant incorporated or charitable entity and shall not belong personally to any founder, member, officer or trustee.

4.6 Partnerships

The Academy may enter into lawful partnerships or collaborative arrangements with universities, dental schools, hospitals, governmental bodies, charities, non-governmental organisations, professional associations and other appropriate organisations.

5. POWERS OF THE ACADEMY

In furtherance of its purposes, the Academy shall have power to:

5.1 Organise conferences, scientific meetings, seminars, workshops, lectures, exhibitions and educational programmes.

5.2 Publish or facilitate publication of journals, newsletters, bulletins, reports, educational materials and other scholarly works.

5.3 Establish research groups, working groups, committees, centres and programmes.

5.4 Provide scholarships, awards, grants, bursaries, fellowships and travel support, subject to available resources and appropriate criteria.

5.5 Employ or engage staff, consultants, advisers, researchers, clinicians and other professionals where appropriate.

5.6 Raise funds through membership subscriptions, donations, grants, sponsorship, educational activities, publications, conferences and other lawful means.

5.7 Acquire, lease, hold, manage and dispose of property where necessary for the purposes of the Academy and subject to applicable law.

5.8 Open and operate bank accounts and other financial facilities.

5.9 Enter into contracts and agreements necessary for the operation of the Academy.

5.10 Collaborate with national and international organisations where such collaboration advances the purposes of the Academy.

6. MEMBERSHIP

6.1 Membership shall comprise the following categories:

a. Founding Members;
b. Full Members;
c. Associate Members;
d. Student Members;
e. Fellows; and
f. Corporate Members.

6.2 Honorary Members may also be appointed in accordance with Section 13.

6.3 The Executive Board (“EB”) shall determine the appropriate membership category of each applicant based upon the eligibility criteria set out in this Constitution.

6.4 Membership shall be granted following submission of an application and approval by the EB.

6.5 The EB may refuse an application where the applicant does not satisfy the relevant eligibility requirements or where admission would not be in the interests of the Academy.

6.6 The decision of the EB shall be recorded in the minutes of the relevant meeting.

7. FOUNDING MEMBERS

7.1 Founding Members are individuals recognised as having established or materially contributed to the establishment of BAOB&CD.

7.2 Founding status shall be honorary and shall not, of itself, confer permanent entitlement to hold an office or trustee position.

7.3 Founding Members shall remain subject to the same governance, conflict-of-interest and disciplinary provisions applicable to other members.

8. FULL MEMBERS

8.1 Full Membership shall be open to persons who demonstrate an appropriate interest, qualification, competence or contribution in oral biology, dentistry, dental science, oral health, cranio-maxillofacial science or a related discipline.

8.2 A candidate should normally hold a recognised dental, medical, scientific or equivalent professional qualification.

8.3 Evidence of research, teaching, clinical practice, scholarly publication, continuing professional development or other relevant contribution may be taken into account.

8.4 A candidate may demonstrate eligibility through one or more of the following:

a. original research in dentistry, oral biology, clinical dentistry or a related scientific discipline;

b. publication of peer-reviewed scientific or clinical research;

c. teaching or academic activity in oral biology, dentistry or a related discipline;

d. professional clinical practice relevant to the Academy’s purposes;

e. participation in practice-based research or research networks; or

f. other significant contribution to the advancement of dental or oral health sciences.

8.5 Full Members shall have voting rights and, subject to this Constitution, shall be eligible to stand for election or appointment to offices of the Academy.

9. ASSOCIATE MEMBERS

9.1 Associate Membership may be granted to persons with a professional, academic, scientific, healthcare, educational or other legitimate interest in the purposes of BAOB&CD who do not meet the criteria for Full Membership.

9.2 Associate Members may participate in Academy activities but shall not vote or hold elected office unless subsequently admitted as Full Members.

10. STUDENT MEMBERS

10.1 Student Membership shall be available to persons enrolled in undergraduate or postgraduate dental education or in oral biology, biomedical science, public health, clinical research or another related discipline.

10.2 Applications should be accompanied by evidence of student status, such as a valid institutional identification card or confirmation from the applicant’s educational institution.

10.3 The applicant may also submit a statement describing their academic, research or professional interest in the purposes of the Academy.

10.4 Student Members may participate in educational, scientific and research activities organised by the Academy.

10.5 The Academy may provide students with opportunities to undertake academic, research and educational projects.

10.6 Student Members shall not vote or hold elected office unless otherwise expressly provided by these By-Laws.

11. CORPORATE MEMBERS

11.1 A company, institution, professional organisation, research organisation, healthcare organisation or other lawful corporate body sharing objectives compatible with those of BAOB&CD may apply for Corporate Membership.

11.2 Corporate Members may participate in collaborative activities, educational programmes, research initiatives and other activities approved by the EB.

11.3 Corporate Membership shall not confer individual voting rights upon employees or representatives unless such individuals separately qualify for membership in their own right.

11.4 The Academy shall not permit commercial interests to override its scientific, professional, educational or charitable purposes.

12. FELLOWS OF BAOB&CD

12.1 The EB may elect up to four Fellows in each calendar year, subject to confirmation by the Annual General Meeting (“AGM”).

12.2 Fellowship shall be an honour recognising significant contribution to oral biology, clinical dentistry, dental science, education, research or service to BAOB&CD.

12.3 There shall be two categories of Fellowship:

a. Fellow of BAOB&CD; and
b. Honorary Fellow of BAOB&CD.

12.4 Fellow of BAOB&CD

A candidate for Fellowship should normally:

a. have been a member of BAOB&CD for at least three years; and

b. have made a significant contribution through at least two of the following:

i. research and scholarly publications;
ii. teaching, education and professional training;
iii. exceptional service to BAOB&CD;
iv. clinical or professional advancement of oral biology or dentistry.

12.5 Honorary Fellow

An Honorary Fellow may be an individual who has made an exceptional contribution to oral biology, clinical dentistry, education, research or related sciences and need not previously have been a member of BAOB&CD.

12.6 Nomination

A candidate may be nominated by:

a. a Fellow of BAOB&CD;
b. an Honorary Fellow; or
c. a member of the EB.

The nomination shall include:

a. a written statement setting out the grounds for nomination;
b. an up-to-date curriculum vitae where appropriate; and
c. at least two and no more than five supporting letters from appropriately qualified members, Fellows or EB members.

12.7 The EB shall consider all nominations and may establish a Fellowship and Awards Committee to make recommendations.

12.8 Fellowship shall be confirmed by the AGM.

12.9 Fellows shall be entitled to use the post-nominal designation FBAOB&CD, where appropriate.

12.10 Fellows shall not automatically have voting rights solely by virtue of Fellowship unless they separately hold Full Membership.

12.11 Honorary Fellows shall not be entitled to vote or hold office solely by virtue of their honorary status.

12.12 Fellowship shall ordinarily be a lifetime distinction unless withdrawn for serious misconduct or other exceptional circumstances following a fair disciplinary process.

13. HONORARY MEMBERS

13.1 The Academy may appoint not more than one Honorary Member in any calendar year.

13.2 An Honorary Member shall be an individual of recognised distinction who has made a significant contribution to oral biology, dentistry, healthcare, education, research or a related discipline.

13.3 Appointment shall be recommended by the EB and confirmed by the AGM.

13.4 An Honorary Member shall not have voting rights solely by virtue of honorary membership and shall not be eligible to hold office solely by virtue of that status.

13.5 Honorary membership shall ordinarily be granted without a membership fee.

14. ADMISSION OF MEMBERS

14.1 A person seeking membership shall complete the prescribed application form and submit any required supporting documents.

14.2 The application shall be reviewed by the General Secretary and submitted to the EB for approval.

14.3 The EB may request further information or evidence before determining an application.

14.4 Membership shall take effect upon approval and payment of any applicable membership fee.

14.5 Any application containing materially false or misleading information may be rejected.

14.6 Where false information is discovered after admission, membership may be terminated in accordance with Section 18.

15. PRIVILEGES AND RIGHTS OF MEMBERS

15.1 Members may participate in scientific, educational, professional and community programmes organised by the Academy according to their membership category.

15.2 Members may receive Academy publications and communications subject to any applicable publication or subscription charges.

15.3 Full Members shall have the right to attend and vote at General Meetings.

15.4 Only Full Members shall be eligible to stand for elected office unless otherwise expressly provided by these By-Laws.

15.5 The voting rights of Corporate, Student, Associate and Honorary Members shall be non-voting unless expressly provided otherwise.

16. EXECUTIVE BOARD

16.1 The Executive Board (“EB”) shall be the governing body responsible for the management and strategic direction of BAOB&CD.

16.2 The voting members of the EB shall comprise:

a. Director/President;
b. General Secretary;
c. Treasurer; and
d. three Executive Board Members.

16.3 The following may attend EB meetings in an ex-officio or non-voting capacity:

a. Publication Officer/Managing Editor; and
b. Administrative Secretary.

16.4 The EB may invite other persons to attend meetings where their expertise is relevant. Such invitees shall not vote unless expressly authorised by the Constitution.

16.5 The EB shall act collectively and in the best interests of the Academy.

16.6 The Board shall exercise its powers consistently with this Constitution, applicable law and the purposes of the Academy.

17. PRESIDENT / DIRECTOR

17.1 The President shall also be known as the Director of BAOB&CD.

17.2 The President shall:

a. provide strategic leadership to the Academy;

b. preside over General Meetings and EB meetings;

c. promote the development of research, education, clinical practice and community services;

d. work with the General Secretary and Treasurer in developing strategic and financial plans;

e. propose appropriate committees, working groups and strategic initiatives;

f. promote development of the Academy’s academic and professional faculty;

g. represent the Academy before universities, professional bodies, governmental departments, funding agencies and other organisations; and

h. perform such other functions as may properly be assigned by the EB.

17.3 The President shall normally serve a term of five years.

17.4 The President may be re-elected or reappointed for one further consecutive five-year term, subject to the approval of the EB and confirmation by the AGM.

17.5 A person shall not automatically acquire a permanent right to hold the office of President by virtue of being a founding member.

17.6 The President may convene an urgent EB meeting where circumstances reasonably require.

17.7 Meetings may be held physically, by video conference or by other reliable electronic means.

18. GENERAL SECRETARY

18.1 The General Secretary shall be responsible for the administrative and governance functions of the Academy.

18.2 The General Secretary shall:

a. convene meetings in consultation with the President;

b. prepare and circulate notices and agendas;

c. maintain minutes and official records;

d. maintain the membership register;

e. administer correspondence;

f. oversee implementation of decisions of the EB and AGM; and

g. perform other duties assigned by the EB.

18.3 The General Secretary shall serve a five-year term and may be re-elected for one further consecutive five-year term, subject to this Constitution.

18.4 In the absence of the President, the General Secretary shall normally preside over meetings unless the EB determines otherwise.

19. TREASURER

19.1 The Treasurer shall oversee the financial affairs of the Academy.

19.2 The Treasurer shall:

a. maintain proper financial records;

b. prepare annual budgets;

c. monitor income and expenditure;

d. oversee collection of membership fees;

e. present financial reports to the EB and AGM;

f. ensure that appropriate banking and financial controls are maintained;

g. liaise with the independent auditor or examiner; and

h. ensure that financial records are maintained in accordance with applicable law.

19.3 The Treasurer shall serve a five-year term and may be re-elected for one further consecutive five-year term.

19.4 The Treasurer shall not authorise expenditure for personal benefit.

20. EXECUTIVE BOARD MEMBERS

20.1 Three Executive Board Members shall be elected or appointed from among eligible Full Members.

20.2 Candidates should normally have been Full Members for at least five years and should have attended at least three Annual General Meetings, unless the EB determines that exceptional circumstances justify an alternative arrangement.

20.3 Executive Board Members shall serve two-year terms.

20.4 They may be re-elected subject to any applicable term limits determined by the AGM or these By-Laws.

21. PUBLICATION OFFICER / MANAGING EDITOR

21.1 The Publication Officer shall ordinarily be the Editor-in-Chief, Managing Editor or an appropriately designated editor of the Academy’s official journal or publication.

21.2 The Publication Officer shall oversee the editorial strategy and publication activities of the Academy.

21.3 The Publication Officer may serve on the EB in an ex-officio, non-voting capacity.

21.4 The EB may appoint or approve an editorial board and may establish appropriate editorial policies.

22. ADMINISTRATIVE SECRETARY

22.1 The EB may appoint an Administrative Secretary to support the day-to-day administration of the Academy.

22.2 The Administrative Secretary shall have no voting rights on the EB unless separately elected to a voting position.

23. TERM OF OFFICE AND VACANCIES

23.1 An officer’s term shall commence on the date determined by the AGM or the formal transfer of authority.

23.2 A vacancy arising during a term may be filled by the EB on an interim basis until the next AGM.

23.3 Where the office of President becomes vacant, the General Secretary shall act as President until the next appropriate election or confirmation by the membership.

23.4 A person appointed to complete an unexpired term shall not thereby acquire an automatic entitlement to a subsequent full term.

23.5 Any officer may resign by written notice to the General Secretary or, where the General Secretary is resigning, to the President.

24. FOUNDING OFFICERS AND ADVISORY STATUS

24.1 The Academy recognises the special contribution of its founding officers.

24.2 A founding President, General Secretary or Treasurer may, following completion of their elected term, be appointed as a Founding Adviser or Senior Adviser to the Academy.

24.3 Such appointment shall not automatically confer trustee, officer or voting status.

24.4 A former founding officer may be invited to attend meetings and provide advice to the EB.

24.5 Any voting or fiduciary role after the end of an elected term must arise from a valid election or appointment under this Constitution.

24.6 Any appointment or benefit to a former officer must comply with applicable law and the Academy’s conflict-of-interest provisions.

25. GENERAL MEETINGS

25.1 The Academy shall hold an Annual General Meeting (“AGM”) once in each calendar year.

25.2 The AGM should ordinarily be held in or around March.

25.3 At least 45 days’ notice shall be given to voting members of the date, time, venue and principal business of the AGM.

25.4 The AGM shall:

a. receive the President’s report;

b. receive the General Secretary’s report;

c. receive and consider the Treasurer’s report and annual accounts;

d. receive the auditor’s or independent examiner’s report where applicable;

e. confirm elections and appointments where required;

f. consider proposed amendments to the Constitution;

g. consider membership fees and annual dues;

h. consider reports from committees; and

i. transact other lawful business.

25.5 Scientific sessions may be held in conjunction with the AGM.

25.6 Non-members may attend scientific sessions subject to conditions determined by the EB.

25.7 No substantive resolution shall be considered at an AGM unless proper notice has been given, except where permitted by law and by the rules of the meeting.

26. EXTRAORDINARY GENERAL MEETINGS

26.1 An Extraordinary General Meeting (“EGM”) may be called by:

a. the EB; or

b. a written requisition signed by at least one-third of Full Members entitled to vote.

26.2 The requisition shall state the business to be considered.

26.3 At least 21 days’ notice shall normally be given of an EGM unless an emergency requires a shorter period permitted by law and approved by the EB.

27. QUORUM AND VOTING

27.1 The quorum for an AGM or EGM shall be one-third of the Full Members entitled to vote, subject to a minimum of five voting members.

27.2 The quorum for an EB meeting shall be four voting members.

27.3 The Publication Officer and Administrative Secretary shall not count towards the EB voting quorum unless they separately hold a voting office.

27.4 Each Full Member shall have one vote.

27.5 Unless otherwise specified in this Constitution, decisions shall be determined by a simple majority of those present and entitled to vote.

27.6 In the event of an equality of votes, the person chairing the meeting shall have a casting vote, except where prohibited by law or where the matter concerns the election of that person.

27.7 Voting may be conducted by show of hands, secret ballot, postal ballot or secure electronic voting as determined by the EB.

28. EXECUTIVE BOARD MEETINGS

28.1 The EB shall meet as often as necessary for the proper conduct of the Academy’s affairs.

28.2 At least 30 days’ notice should normally be provided for an ordinary EB meeting.

28.3 In an emergency, shorter notice may be given, provided that reasonable notice is given to all voting Board members.

28.4 An EB meeting may be held by telephone, video conference or secure electronic communication.

28.5 A special EB meeting shall be convened within four weeks of receiving a written requisition signed by at least one-third of the voting EB members.

28.6 Minutes of EB meetings shall be recorded and securely retained.

28.7 Draft minutes should be circulated to EB members within a reasonable period following the meeting and confirmed at the subsequent meeting.

29. ELECTIONS

29.1 Elections shall be conducted in a fair and transparent manner.

29.2 The EB shall appoint an independent or appropriately constituted Screening and Scrutinising Committee to oversee nominations and elections.

29.3 Candidates must satisfy the eligibility requirements for the relevant office.

29.4 Nominations shall be proposed and seconded by eligible members unless the EB determines otherwise.

29.5 The closing date for nominations shall be clearly stated in the election notice.

29.6 Late nominations shall not ordinarily be accepted.

29.7 Valid nominations shall be circulated to voting members before the election.

29.8 Elections may be conducted by secure electronic ballot, postal ballot or another method approved by the EB.

29.9 The results shall be independently checked and announced in accordance with the election timetable.

29.10 Any election dispute shall be submitted in writing to the Screening and Scrutinising Committee within 14 days of publication of the result.

30. COMMITTEES

30.1 The EB may establish standing, advisory, scientific, professional, administrative or ad hoc committees as necessary.

30.2 Every committee shall have defined terms of reference approved by the EB.

30.3 The President shall be an ex-officio member of committees unless otherwise determined.

30.4 Committee decisions shall remain subject to the authority of the EB and this Constitution.

31. SCIENTIFIC AND PROGRAMME COMMITTEE

31.1 A Scientific and Programme Committee may be established to develop the Academy’s annual scientific and educational programme.

31.2 The Committee may include:

a. a Programme Chair;

b. representatives of the EB;

c. the Foreign/International Relations Officer, where appointed;

d. the Student Representative;

e. relevant scientific experts; and

f. other persons appointed by the EB.

31.3 The Committee shall prepare an annual scientific programme for approval by the EB.

31.4 The Committee shall ensure that programmes are consistent with the Academy’s scientific and educational purposes.

32. FINANCE AND BUDGET COMMITTEE

32.1 The Treasurer shall ordinarily chair the Finance and Budget Committee.

32.2 The Committee shall advise the EB regarding:

a. membership fees;

b. conference and programme charges;

c. grants and sponsorship;

d. financial sustainability;

e. reserves;

f. major expenditure; and

g. financial risk.

33. BY-LAWS REVIEW COMMITTEE

33.1 The EB may establish a By-Laws Review Committee.

33.2 The Committee shall review this Constitution periodically and recommend amendments where required.

33.3 Any amendment shall remain subject to Section 45 of this Constitution.

34. SCREENING AND SCRUTINISING COMMITTEE

34.1 The Screening and Scrutinising Committee shall oversee nominations and elections.

34.2 The Committee shall:

a. issue election notices;

b. receive nominations;

c. verify eligibility;

d. scrutinise supporting documentation;

e. prepare the final list of candidates;

f. supervise the ballot; and

g. certify and report the results.

34.3 No person shall participate in scrutinising an election in which they have a direct personal interest.

35. AWARDS AND RECOGNITION COMMITTEE

35.1 The EB may establish an Awards and Recognition Committee.

35.2 The Committee may recommend awards recognising:

a. outstanding research;

b. educational excellence;

c. clinical contribution;

d. service to BAOB&CD;

e. lifetime achievement;

f. Fellowships and Honorary Fellowships; and

g. outstanding student achievement.

35.3 The final approval of awards shall rest with the EB unless otherwise determined by the AGM.

36. AD HOC COMMITTEES

36.1 The President, with the approval of the EB, may establish an ad hoc committee for a specific purpose.

36.2 An ad hoc committee shall normally operate for no longer than two years unless renewed by the EB.

36.3 Its terms of reference shall specify its purpose, membership, authority and reporting arrangements.

37. MEMBERSHIP FEES AND ANNUAL DUES

37.1 The initial membership fees shall be: (subject to updated)

Category	Fee
Founding Member	£20
Full Member	£15
Associate Member	As determined by EB
Undergraduate Student	£5
Postgraduate Student	£15
Honorary Member	Nil
Fellow	£100
Corporate Member	£500

37.2 The EB may recommend changes to membership fees.

37.3 Any change to standard membership fees shall be approved by the AGM and shall take effect prospectively from the beginning of the following financial year unless otherwise permitted by law.

37.4 The EB may waive or reduce fees in cases of hardship or other circumstances consistent with the Academy’s purposes.

38. FINANCIAL MANAGEMENT

38.1 The financial year of the Academy shall run from 1 April to 31 March.

38.2 All Academy funds shall be held in the name of the Academy or its legally incorporated entity.

38.3 The Academy shall maintain an appropriate bank account with a regulated financial institution.

38.4 Financial transactions shall be authorised in accordance with financial procedures approved by the EB.

38.5 The Academy shall maintain appropriate separation between authorisation, payment and financial reconciliation functions.

38.6 Payments above a threshold determined by the EB shall require approval by at least two authorised persons.

38.7 Expenditure exceeding £5,000, other than approved routine expenditure, shall require prior approval of the EB.

38.8 No Academy funds shall be used for the private benefit of any member, officer, trustee or connected person except where such payment is lawful, reasonable, properly authorised and directly connected with the Academy’s purposes.

38.9 The Academy may establish a reserve fund.

38.10 Reserves shall be held and applied only for purposes consistent with the Academy’s objectives.

39. ACCOUNTS, AUDIT AND FINANCIAL REPORTING

39.1 Proper accounting records shall be maintained.

39.2 Annual accounts shall be prepared in accordance with applicable UK law and the reporting requirements applicable to the Academy’s legal structure.

39.3 Where required by law, the accounts shall be audited or independently examined by an appropriately qualified person.

39.4 The Treasurer shall present the annual financial report to the AGM.

39.5 The EB shall appoint an auditor or independent examiner where required by law or considered appropriate.

39.6 The Academy shall comply with applicable requirements concerning annual reporting, accounting, tax and regulatory filings.

39.7 The Academy shall not undertake activities primarily intended to generate private profit for its members.

40. PROPERTY AND ASSETS

40.1 All property, equipment, intellectual property and other assets acquired for the purposes of the Academy shall be held for the benefit of the Academy.

40.2 No member shall have any individual ownership interest in the assets of the Academy solely by virtue of membership.

40.3 Any land or substantial property shall be acquired, held, leased or disposed of in accordance with applicable law and the Academy’s legal structure.

41. CONFLICTS OF INTEREST

41.1 Every officer, EB member and committee member shall act in the best interests of BAOB&CD.

41.2 A person who has a direct or indirect personal, professional, financial or other conflict of interest in relation to a matter under consideration shall declare that conflict as soon as reasonably practicable.

41.3 The conflicted person shall not participate in the relevant decision unless the EB determines, consistently with applicable law, that participation is permissible.

41.4 Where appropriate, the conflicted person shall withdraw from the relevant discussion and shall not vote.

41.5 A conflicted person shall not be counted towards the quorum for the relevant decision where applicable.

41.6 The nature of the conflict and the manner in which it was managed shall be recorded in the minutes.

41.7 The Academy shall maintain a register of interests for its officers and EB members.

These safeguards reflect current Charity Commission guidance that conflicts should be declared, appropriately managed and recorded, with conflicted trustees normally excluded from the relevant decision and quorum.

42. DISCIPLINE AND TERMINATION OF MEMBERSHIP

42.1 Membership may cease by:

a. resignation;

b. death;

c. failure to satisfy membership requirements;

d. material misrepresentation in an application;

e. failure to pay applicable membership dues after reasonable notice; or

f. termination following a disciplinary procedure.

42.2 A member whose conduct is materially prejudicial to the Academy, contrary to this Constitution, unlawful, fraudulent or seriously disruptive may be subject to disciplinary action.

42.3 Before termination, the member shall normally:

a. receive written notice of the allegations;

b. be given reasonable opportunity to respond; and

c. be given reasonable opportunity to appear before or make representations to the EB.

42.4 Where the EB considers termination appropriate, it may refer the matter to an EGM or AGM for confirmation where required by this Constitution.

42.5 A decision to terminate membership should ordinarily require a two-thirds majority of Full Members present and voting at the relevant General Meeting.

42.6 The EB may suspend a member temporarily where necessary to protect the Academy or its members pending a final decision.

42.7 No membership fee shall ordinarily be refundable upon resignation or termination.

43. RECORDS

43.1 The Academy shall maintain:

a. a membership register;

b. minutes of General Meetings;

c. minutes of EB meetings;

d. financial records;

e. annual accounts;

f. election records;

g. relevant correspondence; and

h. other records required by law or reasonably necessary for proper governance.

43.2 Financial records shall be retained for the period required by applicable law.

43.3 Permanent records, including constitutional documents, significant property records, approved minutes and historical membership records, shall be retained securely.

43.4 Personal data shall be processed and retained in accordance with applicable UK data-protection law.

44. PUBLICATIONS AND INTELLECTUAL PROPERTY

44.1 The Academy may establish or support journals, newsletters, websites, educational materials and other publications.

44.2 Editorial independence shall be maintained in accordance with appropriate scholarly and professional standards.

44.3 The EB may establish an Editorial Board and appoint an Editor-in-Chief or Managing Editor.

44.4 Ownership and licensing of intellectual property created for the Academy shall be determined by appropriate written agreements and applicable law.

45. AMENDMENT OF THE CONSTITUTION AND BY-LAWS

45.1 This Constitution and the By-Laws may be amended by a resolution approved by at least two-thirds of Full Members present and voting at an AGM or EGM.

45.2 Notice of a proposed amendment shall be circulated to voting members at least 60 days before the meeting at which it is to be considered.

45.3 Proposed amendments may originate from:

a. the EB; or

b. a written proposal supported by at least the number of Full Members required under the rules for requisitioning a General Meeting.

45.4 Amendments shall not take effect where approval, consent or registration by a regulatory authority is legally required until such approval, consent or registration has been obtained.

45.5 Where BAOB&CD becomes a registered charity or other regulated entity, amendments shall comply with the applicable statutory requirements and the requirements of the relevant regulator.

46. DISSOLUTION OR CLOSURE

46.1 The Academy may be dissolved only by a resolution passed by at least three-quarters of the Full Members present and voting at a General Meeting called specifically for that purpose.

46.2 At least 60 days’ notice of the proposed dissolution shall be given to voting members.

46.3 Upon dissolution, all debts and liabilities shall first be discharged.

46.4 Any remaining assets shall not be distributed among members, officers or trustees.

46.5 Where the Academy is a registered charity, any remaining assets shall be transferred to one or more charitable organisations or institutions having purposes similar to those of BAOB&CD, as determined in accordance with applicable law and with any required regulatory approval.

46.6 Where the Academy is not a charity, remaining assets shall be transferred to an organisation with substantially similar non-profit purposes or otherwise dealt with in accordance with applicable law and the resolution approving dissolution.

47. DISPUTE RESOLUTION

47.1 The Academy shall seek to resolve internal disputes through reasonable discussion and mediation before formal proceedings are commenced, wherever practicable.

47.2 The EB may establish a Dispute Resolution Panel comprising persons who are independent of the dispute.

47.3 Nothing in this section shall prevent a person from exercising any legal right or remedy that cannot lawfully be excluded.

48. MEETINGS AND ELECTRONIC COMMUNICATION

48.1 Where permitted by law, meetings may be conducted wholly or partly by secure electronic means.

48.2 Members participating electronically shall be deemed present provided that they can communicate adequately with the other participants and participate in the relevant vote.

48.3 Electronic voting may be used where the EB is satisfied that the method provides reasonable security, confidentiality and reliability.

48.4 Official notices may be communicated by email or other electronic means where the member has provided an appropriate electronic address.

49. INTERPRETATION

49.1 In this Constitution:

“Academy” means the British Academy of Oral Biology & Clinical Dentistry.

“AGM” means the Annual General Meeting.

“Board” or “EB” means the Executive Board.

“Full Member” means a member with voting rights under this Constitution.

“General Meeting” means an AGM or EGM.

“President” means the Director/President of BAOB&CD.

“Member” means a person or organisation admitted to membership in accordance with this Constitution.

49.2 Where a provision of this Constitution is inconsistent with mandatory UK legislation, the legislation shall prevail to the extent of the inconsistency.

49.3 If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in effect so far as legally possible.

50. ADOPTION

This Constitution and By-Laws were adopted by resolution of the members of the British Academy of Oral Biology & Clinical Dentistry on:

Date: ______________________________

Place: ______________________________

SIGNED FOR AND ON BEHALF OF BAOB&CD

President / Director:
Name: __________________________________
Signature: _______________________________
Date: ___________________________________

General Secretary:
Name: __________________________________
Signature: _______________________________
Date: ___________________________________

Treasurer:
Name: __________________________________
Signature: _______________________________
Date: ___________________________________

SCHEDULE 1 — INITIAL OFFICERS

Office	Name	Term
President / Director	__________________	5 years
General Secretary	__________________	5 years
Treasurer	__________________	5 years
Executive Board Member	__________________	2 years
Executive Board Member	__________________	2 years
Executive Board Member	__________________	2 years
Publication Officer	__________________	As determined by EB
Administrative Secretary	__________________	As determined by EB

SCHEDULE 2 — PRINCIPLES OF GOVERNANCE

The Academy shall be governed according to the following principles:

Scientific integrity — research and educational activities shall be conducted according to appropriate professional and ethical standards.
Public benefit — the Academy’s activities shall be directed towards advancing oral and cranio-maxillofacial health, education, research and professional practice rather than private enrichment.
Transparency — financial and governance decisions shall be appropriately recorded and reported.
Accountability — officers and Board members shall be accountable to the membership and, where applicable, the relevant regulator.
Equality and inclusion — the Academy shall seek to promote fair access to its educational, scientific and professional activities.
Conflicts of interest — actual, potential and perceived conflicts shall be declared and appropriately managed.
Evidence-based practice — the Academy shall promote the responsible translation of scientific evidence into clinical and public-health practice.
International collaboration — the Academy may collaborate internationally while remaining governed by its UK constitutional and legal obligations.

BY-LAW 1 — ANNUAL SCIENTIFIC PROGRAMME

The Scientific and Programme Committee shall prepare an annual programme for consideration by the EB. The proposed programme should ordinarily be submitted to the EB before the end of January for consideration at the March AGM/Board meeting.

BY-LAW 2 — CONFERENCES AND MEETINGS

The Academy may organise annual conferences, postgraduate conventions, workshops, webinars and other scientific meetings. The EB shall approve the programme, budget and arrangements for such activities.

BY-LAW 3 — STUDENT DEVELOPMENT

The Academy shall seek to encourage student participation in research, education, conferences, poster presentations, scientific competitions, mentoring and other appropriate activities.

BY-LAW 4 — INTERNATIONAL RELATIONS

The EB may appoint an International Relations Officer or Foreign Officer to facilitate collaboration with international universities, academies, professional organisations and research institutions.

The appointment shall not create an additional voting position on the EB unless approved through the constitutional election or appointment process.

BY-LAW 5 — JOURNAL AND PUBLICATIONS

The Academy may publish an official journal or other scholarly publications. The Editorial Board shall establish appropriate policies concerning peer review, research integrity, conflicts of interest, authorship, corrections, retractions and publication ethics.

BY-LAW 6 — AWARDS

The Academy may establish annual awards for research, education, clinical excellence, community service, professional achievement and student achievement. Eligibility and selection criteria shall be published where appropriate.

BY-LAW 7 — CONTINUING PROFESSIONAL DEVELOPMENT

The Academy may establish CPD activities consistent with applicable UK professional and regulatory requirements.

Completion of CPD activities may be taken into account when considering Academy awards, recognition or progression to Fellowship, but shall not by itself confer statutory professional registration.

BY-LAW 8 — FELLOWSHIP RECOGNITION

A Fellow may retain the Fellowship designation subject to continued compliance with the standards of the Academy.

Where the Academy introduces additional certification requirements, those requirements shall be approved by the EB and communicated clearly to members before they become effective.

BY-LAW 9 — PROFESSIONAL CONDUCT

All members are expected to uphold professional integrity, scientific honesty, respect for colleagues and students, appropriate clinical standards and the reputation of the Academy.

Serious professional misconduct may be referred to the appropriate regulatory or professional authority where required or appropriate.

British Academy of Oral Biology & Clinical Dentistry (BAOB&CD)