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By-laws

July 2018

§ 1. Name and domicile
The official name of the organization shall be Humble Smile Foundation. The organization is domiciled in Stockholm, Sweden. Registered as a charity No. 802500-7785.

§ 2. Purpose
The purpose of the organization is to promote oral care and health related services to people in vulnerable areas by non-profit work.

§ 3. Activities
The organization’s activities are:

(i) Projects

– Support of outreach programs with oral health expertise and resources.
– Development and sharing of innovative and effective models of oral health promotion.
– Management of dedicated oral health initiatives.
– Provision of financial aid to members engaging in voluntary work.
– Research and promotion of children’s’ health and rights.
– Vending of certain products and services.

(ii) Relations

– Collaboration with NGOs, professional/ student associations and dental/ dental hygiene schools on the above projects.
– Engagement of corporations/ brands for mutually beneficial partnerships/ fundraising.
– Provision of up-to-date communications and content for stakeholders’ use.

§ 4. Principles
The operations are guided by, but not limited to, the following principles:

(i) Humility

– political, religious and professional independence.
– responsibility for humanity and the environment.

(ii) Outreach

– responsibility to share scientific evidence-based know-how for the benefit of disadvantaged children.
– innovative leadership and stewardship in humanitarian-aid landscape.
(iii) Impact
– targeting those most in need globally.
– focus on prevention of oral disease to maximize reach, enhance well-being and change lives physically, developmentally, psychologically and socially.

(iv) Sustainability

– implementation of realistic behavioral and dietary adjustments to kids’ routine.
– raising awareness and motivation in broader circles.
– capacity building to empower vulnerable communities.
– addressing upstream and environmental factors that create inequities.
– promotion of ecological oral hygiene products.
– continual fundraising based on Corporate Social Responsibility model.

§ 5. Membership
Membership in the association is open and voluntary. A member shall work for and promote the association’s purposes as per § 2. A membership can be active or sustaining. Any member may resign by filing a written resignation. The Membership fee will be established by the Board Executive

Committee at the annual meeting and shall be paid by the members.

§ 6. The Board Executive Committee
The Board Executive Committee shall consist of one Chair person, two Commissionaires and one

Alternate. The board members elect the Chair, Secretary, Treasurer and other position necessary, within the committee. In the event that a Board member cannot complete his or her term of office, an Alternate shall take office until the next annual meeting.

§ 7. Duties of the Board Executive Committee
The Board Executive Committee (‘Board’) represents the organization and governs it by establishing policies and objectives. The Board executes decisions made at the annual meeting, conducts economic matters and reports the annual financial statement.

The Board is tasked with the administration of funds received from sponsors in accordance with the Purposes, Activities and Principles outlined in sections §2, §3, §4.

Specifically the duties and power of the Executive Committee shall include, but not be limited to:

A. Establishing and reviewing board policies governing the Organization and its operations;
B. Ensuring adequate resources for operation of the Organization; helping to identify, cultivate, solicit and acknowledge donors.
C. Establishing and supervising adequate accounting and financial procedures; and
D. Promoting the goals and purposes of the Organization and evaluating the Organization against such goals and purposes

At the same time, this work must respect the sponsors’ interests. The Board has no involvement in, or responsibility for, the fulfilment of sponsors’ obligations or commitments.

The Board meets when the Chair finds it necessary or if two Board members demand it.

Decisions can be made when 1/2 or more of the Board members are present. Decisions are made by simple majority. In the event of a tie, the Chair shall have the casting vote while crucial elections shall be determined by lots. The Chair and/or a chosen Board member holds authority to sign for the association.

§ 8. Advisory Committee
The Board Advisory Committee represents the Organization and advises on a variety of subjects, including, but not limited to policies, strategies, financials, funds, and partnerships in accordance with the Purposes, Activities and Principles outlined in sections §2, §3, and §4.

The Board can appoint an unlimited number of members to form an Advisory Committee, comprising experts in various disciplines or members of partner organizations.

Advisory Committee members have no voting rights on the Board Executive Committee.

§ 9. Accountings
Both business and fiscal year shall be registered by the year of the calendar, January 1 to December 31. The finances of the board shall be handed over to a chosen accountant by no later than January 31st every year. The accountant shall report the finances no later than March 31st. The annual narrative report, including the accounted financial report shall be finalized and approved by the

Executive Board Committee by April 30th.

§ 10. Auditors
The accounts of the organization shall be reviewed annually by one auditor chosen at the annual meeting that is authorized by The Swedish Supervisory Board of Public Accountants. The accounts shall be shared with the chosen auditor no later than March 31st. The review shall be submitted with the Organization by the auditor by May 31st each year. The audit’s report shall be approved and signed off by the board within 30 days.

§ 11. Annual meeting
The general annual meetings of the Board Executive Committee shall be held between November 1st and January 31st each year at a place designated by the Board. All members shall be notified in writing at least one month before the meeting takes place.

The business of the Annual Meeting shall include:

1. Election of Chairperson and Secretary of the Meeting
2. Setting the voting list
3. Confirming that the meeting has been called correctly
4. Setting the agenda
5. Presentation of the organizational plans for the forthcoming year
6. Approval of the budget for the next year.
7. Establishing membership dues for the forthcoming year
8. Election of Chairperson for the forthcoming year
9. Election of the Board members for the forthcoming year
10. Election of Auditor and Alternates
11. Consideration of proposals and motions received in due time.
12. Other business

Decisions regarding queries of greater economic concern for the organization or the Members cannot be granted at the meeting unless stated in the call.

§ 12. Special general meeting
Special Meetings may be called by the Board, the Auditor or upon written request by 2/4 of the

Board Executive Committee’s members. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the Special Meeting. Members shall be notified not less than ten days in advance of any Special Meeting

§ 13. Voting
At the annual meeting each Board Executive Committee’s member is entitled to one vote. The right to vote is personal and proxy voting is not permitted

§ 14. Decision, votes and quorum
Decisions are made by acclamation or, if requested, by voting. Each vote is personal and can be exercised by proxy.

Voting shall be open except for elections that if requested, shall be by secret ballot. All decisions will be made by a simple majority of the eligible votes cast unless these bylaws state differently. In case of a tied vote, the chair persons vote is decisive. Elections shall be determined by lots.

§ 15. Amendments to bylaws
These bylaws may be amended upon the affirmative vote of at least 3/4 of the voters at any regular meeting. The board committee as well as members may propose amendments.

§ 16. Resignation
A member may resign at any time by giving written notice to the Board. The resignation is effective when the notice is delivered. There will be no refunds of the annual fee.

§ 17. Suspension of membership
Suspension of membership can only be determined when a member is not paying the membership fees, has seriously damaged the organization or worked against its aims. The suspension cannot be executed until the member has been notified of the circumstances causing the membership to be questioned. The member must be given an opportunity to express oneself within a time limit set by the Board but no less than 7 days.

Exclusion of membership is determined by the Board and the member shall be informed of the decision together with the reason(s) for the suspension within 7 days after it has been decided upon.

Removal from the Executive or Advisory Committee may take place when a board member shows disfunction, meaning

– Not being actively involved with its duties and/or available for the Organization, as set out in § 7 and § 8; and/or
– Not showing up in a meeting without prior notice 24 hours before the start of the meeting, unless in cases of emergency, such as sudden death and disease of the board member or of his/her close relatives or friends.

§ 18. Dissolution
The Organization may be dissolved by a unanimous (4/4) vote of the Board Executive Committee members at a meeting. In the event of a dissolution, the assets of the association shall be donated to charitable purposes.

The undersigned, the Chairman, Secretary, Treasurer, and Alternate of Humble Smile Foundation, hereby approve the Bylaws of the Organization.

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