Spence Foundation Chair Bill Christie christiewilliam4@gmail.com 204-479-4803
Strategic Planning Committee Chair Lisa Bentley lisa_bentley@msn.com 905-609-1206
Tartan and Logo Committee Chair Carol Martin calm@persona.ca 780-354-8288
April 18, 2026 – 9:00 AM AGENDA Agenda Item
1. Welcome and Call to Order
2. Presentation – ICD Global President
3. Adoption of the Agenda
4. Adoption of Minutes of Last Meetings:
Saturday August 30, 2025. St. John’s NFLD-
January 31, 2026: Virtual
February 4, 2026: Virtual February 17, 2026: Virtual
5. President and Registrar Reports
5.2 Treasurer and Editor Reports
5.3 Student Awards
5.4 Constitution & Bylaws Report
5.5 Tartan and Logo Report
5.6 Strategic Planning Report
Lisa Bentley
Julio Rodriguez
Lisa Bentley
Lisa Bentley
Carol Martin
Lisa Bentley
5.7 Ad hoc Committees
5.8 Spence Foundation Report
6. Nominations
7. Elected and Appointed Officers
8. Grants and Honoraria
9. Regent Reports
10. Future Meetings:
Quebec Installation: May 31, 2026
ODA/CDA: May 6-8, 2027
PEI/CDA: August9-12, 2028
11. Transfer of Chain of Office and New President Address
12. Adjournment
Lisa Bentley
Lisa Bentley and Dr. Terrie Logue
Lisa Bentley/Dr. Terrie Logue
1. Welcome and Call to Order – Dr. Bentley
2. Address from ICD Global President – Dr. Julio Rodriguez
3. Adoption of the Agenda – Dr. Bentley
4. Approval of Minutes – Dr. Bentley
A. Minutes: Saturday, August 30, 2025, St. John’s NFLD
CONFIDENTIAL
International College of Dentists
Canada Section
Recognizing Service and the Opportunity to Serve
Minutes of the Meeting of the Board of Regents held at the Delta Hotels St. John’s Conference Centre St. John’s, NL Saturday, August 30, 2025
Participants: Maureen Lefebvre, Lisa Bentley, Terrie Logue, Drew Smith, Gordon Thompson, Carol Martin, Jean Bodnar, Andrew Syriopoulos, Kelly Manning, Heather Torrie, Ian Doyle, Julio Rodriguez and Joe Kenneally
1. Welcome
The meeting was called to order and everyone was welcomed to the Annual Meeting of the International College of Dentists Canada.
2. Presentation by ICD Global President—Ian Doyle
Dr. Doyle expressed sincere appreciation to the Canadian Section for their warm hospitality in hosting the guests from the Global Office, Dr. Joe Kenneally Secretary General and Dr Julio Rodriquez President-Elect and for organizing a memorable convocation in the scenic setting of St. John’s. He extended particular thanks to Gordon Thompson and Maureen Lefebvre for their outstanding efforts in coordinating the event and making everyone—including visitors from the 6
United States—feel truly at home.
In his address, Dr. Doyle reflected on a remarkable year of extensive international travel and adaptation as the ICD continues to adjust to new realities in the post-COVID era. He reaffirmed the organization’s commitment to remaining the world’s foremost dental honor society, noting significant progress toward that goal.
He outlined three primary objectives for his presidential year:
1. Direct communication with as many ICD Sections as possible—both in person and virtually —to strengthen fellowship and engagement across regions.
2. Enhancing the link between Sections and the Global Office by improving the education and orientation of Councillors, both during the annual Council meeting and throughout the year.
3. Fostering collaboration with like-minded organizations, notably Rotary International, to expand the reach and impact of ICD humanitarian initiatives.
Dr. Doyle highlighted upcoming plans to travel to Nigeria to further develop a joint ICD–Rotary dental project in Owerri, modeled on a successful collaboration already underway in Armenia.
He also encouraged the Canadian Section to work toward achieving 500 active members, suggesting that doing so would enable the appointment of a second Councillor to assist Dr. Maureen Lefebvre. He urged members to “think outside the box” by engaging dentists already active in humanitarian work, but not yet Fellows of ICD, and to consider organizing regional gatherings to strengthen fellowship and visibility.
Brief updates were also provided on ICD’s Global Visionary Fund (GVF) and the Global Oral Health Leadership (GOHL) program. Following Dr. Doyle’s remarks, Dr. Joe Kenneally spoke about the upcoming ICD Capital Campaign, and Dr. Julio Rodriguez shared his vision and priorities for his upcoming presidential year.
3. Adoption of Agenda
Motion 1/25: “To adopt the agenda as circulated.” Proposed by Bentley/Bodnar –Motion carried.
4. Adoption of the Minutes of the last Board of Regents Meeting
Motion 2/25: “To approve the minutes of the last meeting as circulated.” Proposed by Torrie/Martin – Motion carried.
5. Reports
5.1 Registrar/Treasurer
Reports presented by Registrar Gordon Thompson
5.2 Editor
Report presented by Editor Drew Smith
5.3 Constitution and Bylaws
There was no report
5.4 Student Awards
Report presented by Fellow Drew Smith
5.5 Tartan and Logo
Report presented by Fellow Carol Martin
Motion 3/25: “That the Reports be accepted.” Proposed by Torrie/Martin – Motion carried.
6. William J. Spence ICD Memorial Foundation
Motion 4/25: “That the William J Spence ICD Memorial Foundation be received.” Proposed by Smith/ Bodnar – Motion carried
7. Nominations
7.1 Vice President Jean Bodnar
7.2 Manitoba Regent Nancy Auyeung
7.3 Saskatchewan Deputy Regent Kristin Goos
Motion 5/25: “That Fellow Nancy Auyeung be elected Manitoba Regent and Fellow Kristin Goos be elected Saskatchewan Deputy Regent.” Proposed by Bodnar, Bentley – Motion carried.
8. Elected Positions
The Offices of President and Past President are automatic and therefore President Maureen Lefebvre will become Past President and President-Elect Lisa Bentley will become President for 2024-25.
For President-Elect: Fellow Terrie Logue
For Vice President: Fellow Jean Bodnar
For Registrar: Life Fellow Gordon Thompson
For International Councilor for three years: Fellow Maureen Lefebvre
Motion 6/25: “That the Elected Positions be approved.” Proposed by Bodnar, Martin – Motion carried.
9. Appointed Positions
For Treasurer: Life Fellow Gordon Thompson
For Editor: Fellow Drew Smith
For Student Awards Committee Chair: Fellow Drew Smith
For Constitution and Bylaws Committee Chair: Fellow Heinz Scherle
For Strategic Planning Committee Chair: Fellow Lisa Bentley
For Tartan and Logo Committee Chair: Fellow Carol Martin
Motion 7/25: “That the Appointed Positions be approved.” Proposed by Torrie, Martin – Motion carried.
10. Grants and Honoraria
10.1 Registrar/Treasurer
Current honoraria, bonus, rent and travel allowance for Registrar/Treasurer Dr. Gordon Thompson are as follows:
A question was raised as to why Registrar and Treasurer position are not two independent positions by two people. Historically the position was with Drs. Baker and Baker assuming these positions however with their retirement the position was amalgamated into one.
Concerns were raised that if succession planning being considered, the two positions should be separated allowing for transparency. This led to discussions with regards to succession planning with regards to these positions and would it be feasible to entertain the idea of a “Deputy Registrar” to learn the ropes and be mentored. It was felt that there is no immediate need, but this can be discussed at a future meeting after consultation with current Registrar/Treasurer Dr Gordon Thompson. His expertise, dedication and contributions to ICD Canada are invaluable.
Motion 8/25: “That the current honoraria, bonus, rent and travel allowance for Registrar/Treasurer Dr. Gordon Thompson be increased by 3 % in amount of: honoraria $34,650.00, Bonus $7725.00, Office rent $5665.00 and Travel $6200.00.” Proposed by Martin/Manning – Motion carried.
10.2 Editor
Current Honoraria Editor - Dr. Drew Smith.
Private discussion with Drew Smith by President Lefebvre resulted in Drew declining any renumeration for his role as editor, but he does want an amount recognized as this needs to be a budget item to be considered with transition/succession planning. He estimates it is about $7000.00 a year not including
personal upgrades he has made with his own software. There was a discussion to also increase this honorarium by 3% ------------------------ $7500.00
Motion 9/25: “That the current honoraria for the Editor position be increased by 3% to $7500.00 in the minutes/budget and recognizes that Drew Smith has declined any honoraria for his editor position for the upcoming year but wants this amount to be documented for future consideration.” Proposed by Bodnar/Manning – Motion carried.
11. Strategic Planning Committee
Ad hoc Committee on Presidential Citation, Honorary Fellowship and Development of Other Awards – Drew Smith, Terrie Logue, Lisa Bentley
Ad hoc Committee on ICD Journal Club – Monthly Continuing Ed Virtual Courses--Drew Smith, Lisa Bentley
Ad hoc Committee on Sponsorship – Drew Smith, Andy Syroipoulos, Gordon Thompson
Regents/Deputy Regents more Active – Regents contact New Fellows to Nominate Colleagues
Promoting District Gatherings – Encourage Regents to Host Local Events
Increased Awareness of Value of Fellowship – Annual Pizza Night for Students and Add Tangible Benefits on Website with External Consultant
Motion 10/25: “That the Three Ad Hoc Committees be established and the Three Program Updates be actioned by the Board.” Proposed by Bentley/Logue – Motion carried.
12. Future Meetings
2026 Meeting – Winnipeg, MB – April 16-18 in conjunction with the CDA/MDA 2027 Meeting – Toronto, ON– May 6-8 in conjunction with the CDA/ODA—to be determined at a later meeting
2028 Meeting – Charlottetown, PEI – Aug 9-12 in conjunction with the CDA/PEIDA--to be determined at a later meeting
13. Transfer of the Chain of Office
The Chain of Office Transfer was deferred to the Convocation Gala.
14. Adjournment
Motion 11/25 for Adjournment: Proposed by Smith.
B. MINUTES: January 31, 2026 Emergency Executive Meeting
Attendees:
Dr Lisa Bentley
Dr. Terrie Logue
Dr. Jean Bodnar
Dr. Maureen Lefebvre
Guests:
Dr. Heinz Scherle
Dr. Ian Doyle
Regrets:
Dr. Drew Smith
Spence Foundation Financial Solutions
The group discussed financial challenges and potential solutions, including accessing funds from the Spence Foundation. Lisa reported sending flowers and a tree in honor of Dr. Gordon Thompson. They explored the possibility of borrowing from the Spence Foundation as a temporary loan to address financial issues. The team also discussed the status of certificates and awards, noting that they had no way of tracking whether these had been started or planned by the previous administration.
Managing Roles After Member's Passing
The meeting focused on addressing the unexpected passing the Registrar, Dr. Gordon Thompson and the subsequent need to manage his responsibilities. Lisa organized a memorial for Gord and discussed the need for a resolution to appoint new roles, particularly a registrar and treasurer, as per the bylaws. Maureen confirmed that the bylaws do not specify protocols for unexpected deaths. Ian advised that the board should pass a resolution to support the appointed registrar when dealing with the bank. The group plans to hold an emergency board meeting to address these appointments.
Registrar Appointment and Event Planning
The group discussed the appointment of a registrar, with Lisa volunteering to serve without salary. They reviewed membership dues categories and confirmed that new fellows pay $700 CAD, which includes two gala tickets. Jean reported that she is waiting to hear back from the Delta Hotels Convention Center contact regarding event arrangements. Lisa shared details about the upcoming convocation schedule, noting that they are saving money by eliminating the pre-day cocktail hour.
ICD Gala and Convocation Planning
The meeting focused on planning the upcoming ICD gala and convocation ceremony. Lisa discussed logistics for the event, including photographer selection, seating arrangements, and certificate creation. The group agreed to use Greg Teckles as photographer despite his high cost, and to reach out to Bill Christie about a bagpiper. Maureen suggested seeking a corporate Canadian framing company for certificates to avoid shipping issues.
The team also discussed implementing bios for candidates similar to last year's format, with Ian suggesting using a digital submission system. The group confirmed that Dr. Rodriguez had been invited as a guest and discussed the need to send additional notices about the dinner to Canadian members.
Financial Planning and Fund Access
The board discussed financial matters, including a $54,240 approved payment to Gord for his registrar and treasurer position, though the payment status and distribution method remain unclear. Terrie offered to contact CDSPI representatives about potential investment opportunities once the board has access to the bank account, which currently holds around $200,000. The group agreed to wait until after Gord's funeral on the 7th before approaching his family about accessing the funds, with Lisa planning to contact them on Tuesday the following week. Ian will be meeting with Chelsea and Crystal from Global in Seattle to address various financial questions and provide clarification on fellowship dues payments.
Scholarship Distribution and Tribute Planning
The board discussed archiving board minutes and fellowship lists for global use. They clarified that student scholarships of $2,000 each are awarded by universities to fourth-year students with ICD, typically around March, and are distributed through universities. Terrie confirmed she will attend the Dalhousie awards ceremony in October or November. Jean and Maureen noted their university's consistent attendance at student award ceremonies. Lisa agreed to follow up with Drew about scholarship distribution details, while Maureen will contact the University of Saskatchewan. The group decided to incorporate a tribute to Gord into the upcoming Convocation Gala, with Lisa requesting Corey to send an e-blast to fellows.
Gord's Memorial and Gala Planning
The group discussed plans to honor Gord, including a slideshow, inviting his daughter, and potentially dedicating the convocation to him. They also talked about financial arrangements, with Lisa considering borrowing money for the upcoming gala. The group appointed Lisa as registrar and Drew as treasurer and agreed to have an emergency meeting to formalize these appointments. Additionally, they decided to invite Florence to the upcoming gala and honor her contributions.
C. MINUTES: ICD Canada Board of Regent Meeting: Wednesday February 4, 2026
In Attendance: Drs. Lisa Bentley, Terrie Logue. Jean Bodnar, Drew Smith, Chuck Schuler, Carol Martin, Heather Torrie, Nancy Auyeung, Andrew Syriopoulos, Oscar Hernandez, Kelly Manning
Regrets: Maureen Lefebvre
The meeting established quorum with all members present except Maureen Lefebvre and Kelly Manning who arrived late. Two motions were approved and effective immediately: Dr. Lisa Bentley's appointment as ICD Canada Register and Dr. Drew Smith's appointment as Treasurer. The group celebrated Carol Martin's election as president of the Alberta Dental Association. Lisa provided an update on the upcoming gala in April, noting that next steps are on hold until they can speak with Gord's family after his funeral on Saturday.
Gala Planning and Hybrid Meeting
Lisa discussed plans for the upcoming gala, which will serve as a tribute to Gord. She will contact Gord's family after the funeral to make arrangements and gather information about past activities. Lisa proposed hiring a third-party administrator to handle association tasks like bookkeeping and governance compliance. The group confirmed attendees for the gala, with some unable to attend in person. Lisa also suggested setting up a hybrid board meeting for April 18th to accommodate those who cannot attend in person, though Drew expressed concerns about the effectiveness of hybrid meetings based on past experiences.
Deputy Regents and Award Updates
The board discussed the attendance of Deputy Regents at meetings, confirming they are welcome to attend but cannot vote. Lisa agreed to reach out to Deputy Regents to invite them to future meetings, as it was previously unclear who was responsible for contacting them. The group also addressed the scheduling conflict between the International Council meeting in Toronto and the Halifax Card P meeting in late September. Lisa reminded the board about a bylaw change regarding awards and requested that Nancy and Jean put forward candidates for three awards by the next meeting: the Honorary Fellowship, Humanitarian Award, and Distinguished Dentist Award. Additionally, Lisa announced that ICD Global is fast-tracking Gordon's Master Fellowship.
Gala Event Planning Discussion
The group discussed plans for an upcoming gala event where a master fellowship award will be presented, with hopes that the recipient's family will attend. Nancy reported on her meeting with the Delta Hotel event manager regarding the April 17th event in a shared ballroom that can hold up to 150 people, though she expressed concerns about the registration process and menu selection. The group confirmed that the $700 induction fee for new fellows has remained unchanged since 2009 and includes one guest, though there was some confusion about whether additional family members could purchase tickets.
Induction Event Cost and Planning
The meeting focused on clarifying the cost structure for an induction event, confirming that the $700 fee covers the induction, reception, convocation, and gala for the nominee and their guest. The group discussed the need to identify deferred nominees and approved a new batch of candidates by the credentialing committee. They scheduled a follow-up meeting for February 17th at 8 PM to approve bylaw changes and award winners. Lisa proposed organizing a silent auction for the Spence Foundation and suggested creating PINs with ribbon material for fundraising, with Carol agreeing to explore options for the ribbon supply.
D. Minutes ICD Board of Regents Meeting: February 17, 2026
Present: Drs. Lisa Bentley; Drew Smith; Terrie Logue; Chuck Schuler; Carol Martin; Heather Torrie; Nancy Auyeung; Andrew Syriopoulos; Oscar Hernandez, Kelly Keyes Manning
Regrets
: Drs. Maureen Lefebvre and Jean Bodnar
Guest: Dr. Heinz Scherle, Constitution and Bylaws Chair.
Quorum was established. Amendments to the Constitution and Bylaws were received more than 15 days prior to tonight’s meeting and were unanimously approved.
Constitution and Bylaws Amendment Discussion
Quorum was established. Amendments to the Constitution and Bylaws were received more than 15 days prior to tonight’s meeting.
The meeting focused on discussing amendments to the Constitution and bylaws, with Lisa leading the discussion. Several members raised questions about voting rights, particularly for past presidents and deputy regents. It was clarified that past presidents have voting rights, while deputy regents do not unless appointed to represent the region. The group also discussed the term of office for the Honorary Registrar, which is determined by the Board of Regents. The conversation ended with a decision to focus on the areas of change in the amendments, with Heinz agreeing to review and clarify certain points in the bylaws.
MOTION TO APPROVE THE RED LINED CHANGES TO THE CONSTITUTION AND BYLAWS WAS UNANIMOUSLY PASSED. (Heinz did not vote and left the meeting)
Board Awards and Gala Planning
The board approved several awards: Dr. Heinz Scherle to receive the Distinguished Service Award, Dr. Aaron Kim was named the Humanitarian Award Winner, and Linda Berg was recommended for honorary fellowship. Nancy reported on plans for the upcoming gala, including menu details, venue arrangements, and logistics for a silent auction. Drew provided an update on transferring bank account signatures, noting that a death certificate would be needed, which Terrie suggested could be obtained from the funeral home
5. President and Registrar Reports – Dr. Bentley
President’s Report
The 2026 year has been one of both celebration and reflection for ICD Canada.
At our Convocation in Winnipeg, we were proud to welcome 37 new Fellows into our College. This remarkable group represents the continued strength, integrity, and leadership within our profession, and we are excited for the contributions they will bring in the years ahead.
This year’s Gala was a tremendous success, and I would like to extend my sincere appreciation to Dr. Nancy Auyeung and Dr. Jean Bodnar for their exceptional dedication and leadership in organizing such a memorable event. Their efforts truly elevated the experience for all in attendance.
I would also like to recognize our outstanding Executive team. Dr. Terrie Logue and Dr. Maureen Lefebvre devoted significant time and energy to developing a new Fellow Orientation program, while also supporting Dr. Jean Bodnar with the preparation of the new Fellows’ biographies. Their collaborative spirit and commitment to excellence were evident throughout.
A special thank you to Dr. Drew Smith for his exceptional work on the Annual Report and for stepping into the role of Treasurer. His attention to detail and professionalism are deeply appreciated. Achieving access to the ICD bank account was no easy feat. Drew accomplished this with tenacity, perseverance and his Atlantic charm.
This year brought profound loss. Our team came together through multiple meetings and shared support as we navigated the passing of our beloved Registrar and Treasurer, Dr. Gordon Thompson. His legacy, leadership, and friendship will remain with us always. As a team, we have endured this loss together, strengthening our resolve and unity.
As Helen Keller once said: “Alone we can do so little; together we can do so much.” This sentiment truly reflects the spirit of our organization over the past year.
My presidency has been one of the shortest terms, yet also one of the busiest and most strategic. It has been an honour to serve during such a pivotal time.
I would like to sincerely thank all of you for the confidence you have placed in me as I assume the role of Registrar. I am both honoured and humbled by this opportunity, and I promise to serve with dedication, integrity, and care.
One of my greatest strengths has always been bringing people together, and I look forward to continuing to foster collaboration, connection, and engagement within our Fellowship in this new role.
Thank you all for your continued support and commitment to ICD Canada.
ICD GOVERNANCE:
DUTY OF LOYALTY
1) Owe loyalty (fiduciary) to the best interests of the organization
2) Avoid all conflicts of interest: real, perceived or potential
3) Act in the best interest of the organization beyond ALL other interests
4) Must protect the organization = not yourself!
DUTY OF CARE
1) Acting with prudence and care- based on common sense
2) The reasonable person test (What would a reasonable person do)
3) Preparation before meetings
4) Participation at meetings
5) Consistent standards of care
DUTY OF OBEDIENCE
1) Process: agree on process and follow it
2) Be informed-be diligent about being informed
3) Everyone should have the same information
4) No one should fail to perform
EXPECTATIONS:
HONESTY
1) Act honestly – in good faith
2) Tell the whole truth
3) Does not mean breaking confidence or unity/solidarity
4) Duty does not end when your term ends
*Agree on communication/ talking points/ key messages BEFORE adjourning the board meeting
* Confidentiality agreements that include non-disclosure clauses signed annually by each director
SKILL:
1) Experience
2) Not expected to be an expert BUT if you are, you must use it for the benefit of the organization
3) Commitment to continuing education and development
4) Not liable for errors in judgement
PRUDENCE:
1) Carefully, deliberately, cautiously foresee a course of action
2) Not liable for honest mistakes
3) Professionalism
4) Tact
7 THINGS A COURT WILL CONSIDER:
1) The qualifications of directors
2) The significance of the action (materiality)
3) The information that was available at the time
4) The amount of time that was available to make the decision
5) The available alternatives
6) Did any directors belong to a special interest group that stood to benefit
7) Is the director a consultant to or on contract to the organization (conflict of interest)
To: ICD Canada Board of Regents
From: Registrar
Date: March 28, 2026
Re: Incorporation of ICD Canada under the Canada Not-for-profit Corporations Act
1. Purpose
To seek Board approval in principle for the incorporation of ICD Canada as a federal notfor-profit corporation under the Canada Not-for-profit Corporations Act.
2. Background
ICD Canada currently operates as a Canadian section of the International College of Dentists. While this structure has supported historical operations, ICD Canada is not clearly established as a standalone legal entity in Canada.
The William J. Spence ICD Memorial Foundation functions as a registered Canadian charity; however, it is not designed to serve as the governance or operational entity for ICD Canada.
3. Issue
As ICD Canada expands its:
Membership (Fellowship growth targets)
National programming
Financial and contractual activities
…the absence of formal incorporation presents:
Personal liability exposure for Board members and officers
Governance ambiguity (no statutory framework for member rights or Board authority)
Contractual risk (agreements may be entered into by individuals rather than a legal entity)
Reputational considerations with partners and stakeholders
4. Options
Option 1 – Maintain Current Structure
Continue as an unincorporated section
Risks:
Ongoing personal liability exposure
Lack of governance clarity
Increasing risk as operations grow
Option 2 – Incorporate ICD Canada (Recommended)
Establish a federal not-for-profit corporation
Benefits:
Limited liability protection
Clear governance framework
Enhanced credibility and operational clarity
Alignment with national professional organizations
5. Recommendation
That ICD Canada proceed with federal incorporation under the Canada Not-for-profit Corporations Act.
6. Implementation Considerations
Draft Articles of Incorporation and Bylaws aligned with ICD International
Define relationship with:
o ICD International
Spence Foundation
Transition contracts and operations to the new entity
7. Proposed Motion
“That the Board of Regents approve in principle the incorporation of ICD Canada as a not-for-profit corporation under the Canada Not-for-profit Corporations Act, and authorize the Registrar, in consultation with legal counsel, to prepare and present draft Articles of Incorporation and Bylaws for Board approval.”
8. Conclusion
Incorporation represents a prudent governance step to protect leadership, clarify authority, and support the continued growth and national presence of ICD Canada.
MITIGATION STRATEGIES IF WE DECIDE NOT TO INCORPORATE:
Because you run events and programs: You should have:
Event liability insurance
Venue contracts with indemnity clauses
Written safety protocols (especially for large events)
�� 7. Role Clarity & Decision Documentation
Always:
Keep formal minutes
Record:
o Motions
o Votes
o Dissent (important for liability protection)
�� This shows:
Decisions were reasonable and collective
⚠ 8. Avoid High-Risk Activities Without Structure
Without incorporation, be cautious with:
Hiring employees
Holding large funds
Complex sponsorship agreements
�� These increase exposure significantly
�� 9. Clarify Relationship with ICD International
Put in writing:
Whether ICD Canada:
o Acts independently
o Or under authority of the global International College of Dentists
�� This helps:
Define liability boundaries
Avoid confusion in disputes
�� Bottom line
If ICD Canada does not incorporate, then:
�� You must rely on: Insurance Contracts Governance discipline
…but:
�� Even with all protections: Risk remains higher than an incorporated structure
STRICTLY CONFIDENTIAL – BOARD ONLY ICD Canada
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made as of [Date], between ICD Canada (the “Organization”), an unincorporated association, and [Director/Officer Name] (the “Indemnitee”).
1. Purpose
The Organization recognizes the need to protect its directors and officers from personal liability arising from the performance of their duties and wishes to provide such protection to the fullest extent permitted by law.
2. Indemnification
The Organization agrees to indemnify and hold harmless the Indemnitee from and against any and all claims, liabilities, damages, costs, and expenses (including legal fees) arising out of or in connection with the Indemnitee’s role, provided the Indemnitee acted:
• In good faith
• In the best interests of the Organization
• Within the scope of their authority
3. Advancement of Expenses
The Organization shall advance funds to cover legal expenses incurred by the Indemnitee in defending any claim, subject to repayment only if it is ultimately determined that the Indemnitee is not entitled to indemnification.
4. Exclusions
Indemnification shall not apply in cases of:
• Fraud
• Willful misconduct
• Bad faith actions
5. Insurance
The Organization shall maintain Directors’ and Officers’ liability insurance to support its indemnification obligations.
6. Survival
This Agreement shall continue to apply after the Indemnitee ceases to serve in their role.
7. Governing Law
This Agreement shall be governed by the laws of Canada and the applicable province.
8. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to indemnification.
IN WITNESS WHEREOF, the parties have executed this Agreement.
ICD Canada Representative Indemnitee
Strictly Confidential | ICD Canada | April 18, 2026
1. Purpose
This policy establishes governance and risk management practices for ICD Canada while operating as an unincorporated association.
2. Scope
This policy applies to:
Board of Regents
Officers
Committee members
3. Policy Statement
ICD Canada will implement appropriate safeguards to mitigate risks associated with operating without formal incorporation.
4. Key Risk Mitigation Measures
4.1 Insurance
The Organization will maintain adequate Directors’ and Officers’ liability insurance at all times.
4.2 Indemnification
All directors and officers will be protected through formal indemnification agreements.
4.3 Contracting Authority
Contracts must be approved by the Board or designated authority
All agreements shall be executed in the name of ICD Canada as an unincorporated association
4.4 Financial Controls
Dual-signature requirements for financial transactions
Regular financial reporting to the Board
4.5 Documentation
Formal minutes shall be recorded for all meetings
Decisions shall be documented and retained
4.6 Role Clarity
Roles and responsibilities of all officers shall be clearly defined and followed.
4.7 Risk Review
The Board will review this policy and associated risks annually.
5. Responsibility
The Board of Regents is responsible for ensuring compliance with this policy.
6. Approval and Review
This policy shall be approved by the Board and reviewed annually.
Confidential | ICD Canada | April 18, 2026
March 28, 2026:
Copy of letter sent to Debbie Patzer: Brokerlink Commercial Service Team
Policy: D000440676204
Dear Debbie,
I hope you are well.
ICD Canada is currently reviewing its risk management framework and is seeking appropriate Directors’ and Officers’ (D&O) liability insurance coverage suitable for a national professional organization operating as an unincorporated association.
We would appreciate your guidance to ensure our policy includes the following:
1. Coverage Scope
Explicit coverage for unincorporated associations
Coverage for:
o Directors (Board of Regents)
o Officers (including Registrar, President, Treasurer)
o Committee members and volunteers
2. Liability Coverage
Side A (personal liability protection)
Side B (organizational reimbursement)
3. Legal Defence
Full legal defence costs included
Costs advanced as incurred (not reimbursement only)
Coverage related to governance and board decision-making
Contractual liability associated with events and vendor agreements
5. Policy Limits
Recommended coverage in the range of $2M CAD
6. Retroactive Coverage
Inclusion of prior acts coverage
7. Clarification
Please confirm that the policy fully protects directors and officers of an unincorporated national organization in Canada.
We would welcome your recommendations on any additional considerations relevant to our structure.
Thank you in advance for your assistance.
Kind regards,
Dr. Lisa Bentley Registrar/President ICD Canada
5.2 Treasurer and Editor’s Reports – Dr. Drew Smith
Due to the sudden passing of Dr. Thompson, there is no formal Treasurer’s report for 2025 as I have not had access to last year’s financial records. Dr. Thompson’s son-in-law, Cory, was unable to provide a report as well. I was successful in changing the Treasurer signing authorization from Dr. Thompson to myself and to change the location of the CIBC branch from Edmonton to London. The next step will be to add two more signing officers.
Our current account is at $341, 785.91 as of March 29, 2026.
Respectfully Submitted, Fellow Drew Smith Treasurer, ICD Canada
Editor’s Report – Dr. Drew Smith
The Bulletin content continues to increase in order to keep our Fellows up to date, as well as interested. This change has been undertaken to improve the value of Fellowship.
The content of the bulletin depends greatly upon contributions from our District leaders. I expect our Regents and Deputy Regents to keep my inbox filled with emails, pictures and descriptions of what our Fellows are doing in each of our regions, including appointments, awards, volunteerism, etc. Please also remember to include necrologies.
The format of the Bulletin has evolved over its five iterations. Issuu and Canva software was purchased by the Editor and used successfully, improving the format of the Bulletin. We have been fortunate to reduce the costs of the Editor’s position and production of ICD Canada Bulletin to zero, to this point. This may not be sustainable.
ICD Global has decreased the publication of The Globe from two yearly editions, to one end of year addition which will be in digital and print forms. ICD Canada submits our President’s Report, Registrar’s Report as well as a Foundation report.
50th Anniversary ICD Canada Supplement could be considered for later this year? Volunteers required….
I encourage all Fellows to send me stories to include in the Bulletin, as well as thoughts on how to improve our Bulletin.
Respectfully Submitted,
Fellow Drew Smith Editor, ICD Canada
5.3 Student Awards Committee – Dr. Drew Smith
The ICD Student Awards Committee had another successful year, recognizing our profession’s future leaders. Each year, one fourth year student from each of Canada’s ten dental schools, is selected by their respective school’s awards committee, to receive the ICD Student award, which consists of a beautiful plaque and a $2000.00 cash award.
The award is based on scholastic record, general character and participation in extra-curricular activities, which meld with the ICD core values of leadership and service. Many of our Section II Fellows have previously been recognized with the ICD Student Award.
The program is running smoothly as Registrar Thompson, and I have established contacts at each of the universities over the years to ensure efficiencies over my four years at the helm. Improvement is still required on follow through from the dental schools regarding our requests of pictures and thank you notes, but this is getting better each year.
Our ICD Award remains significant within each dental school, given the 2K cash award and the magnificent plaque. In fact, many administrators make note of the plaque. We are thankful for the donation from Honourary Fellow Lyle Best and the Quikcard Foundation, which helps to fund the award. The award recipients for 2024 are:
UBC Reilly Morgan
U-Sask Roba Ramadan
UWO Mia Harle
McGill Erica Smenderovac
UA Trevor Trinh
U-Man Terrell Okotcha
U of T Parsa Hosseini-Jahromi
U de M Thomas Giguere
U de Laval Alexis Bouchard Dal Vy Dang
We currently await to hear from the faculties regarding the 2026 recipients (September 30 deadline). I encourage all Regents and Deputy Regents to reach out to the winners once they have received their awards.
Respectfully Submitted,
Drew Smith Chair, Student
Awards Committee
5.4 Constitution and Bylaws Report – Dr. Heinz Scherle
This past year there were some amendments made to the Constitution and Bylaws of ICD Canada.
1. Constitution, Article 4 Section 3 Honorary Fellows. This Section was amended to give more detail as to the nomination and selection of Honorary Members and their privileges.
2. Bylaw 9, Death of a Fellow. This Bylaw was renamed Awards. It was felt that when a Fellow passed and the Registrar was notified that individual was noted at the next meeting of the Section, so it was redundant.
3. Bylaw 9, became Awards. The Board of Regents approved the creation of two new awards, The Distinguished Service Award, and The Humanitarian Award. Criteria for these awards and the Presidential Citation (a longstanding award) were added to the Bylaws.
There were a few small changes made where it was more appropriate to have words pluralized than singular.
The plan for this upcoming year is to review the entire Constitution and Bylaws to possibly amend areas that may be a bit ambiguous to give more clarity.
Heinz Scherle, Chair, Constitution and Bylaws Committee
5.5 Tartan and Logo Committee – Dr. Carol Martin
Update of Tartan and Logo Item Sales Canadian Section, International College of Dentists (ICD) Prepared for the upcoming Spence Foundation ZOOM meeting, January 13, 2026 and Board of Regents meeting and Convocation in Winnipeg, April 17–18, 2026.
1. Overview:
Sales of tartan and logo items continue to enhance the visibility of ICD Canada while raising funds for future tartan/logo inventory and, when appropriate, for donation through ICD Canada to the Spence Memorial Foundation.
2. Sales activity since the last update (August 2025):
Square sales recorded for August 2025 totalled $4,230.00 in gross sales, with Square merchant fees of $105.75, for net proceeds of $4,124.25 (29 card payments).
Itemized sales summary (August 2025, St. John’s, Newfoundland):
3. Banking and reconciliation:
The August 2025 update recorded a bank balance of $3,148.20 in the dedicated tartan sales account in Beaverlodge, Alberta, as of April 4, 2025 Since that time, Square deposits associated with the August 2025 sales in St. John’s, Newfoundland were received, and a small cash float of $100.00 was withdrawn for onsite sales. Subsequent payments were made for reimbursement to Carol of costs for new items and
convocation sashes of $4110.89. The tartan sales bank account balance as of January 12, 2026 was $3721.98. Instead of making a donation to the Spence Foundation at this time, funds have been retained to be used to restock tartan item inventory in preparation for important ICD meetings occurring in June and September 2026. Keeping a minimum of $1000.00 in that account at all times is necessary to avoid paying monthly bank charges.
4. Inventory and production:
Regarding items for the upcoming Winnipeg Convocation (April 17–18, 2026), there is still a reasonable inventory of wool bow ties, wool pocket squares, lambswool scarves and stoles/ shawls, cufflinks, caps, and T-shirts. Wool ICD tartan fabric remains in inventory for future use (including sashes and/or future items). Access to legacy ICD tartan silk stored with Ingles Buchan in Glasgow, continues to be maintained.
5. Plan for Winnipeg (April 17–18, 2026)
• Operate the tartan/logo sales table at the Orientation/Reception and Convocation events, as in prior years.
• Bring a strong selection of lambswool scarves and shawls/stoles given Winnipeg’s sometimes chilly continental climate, along with popular smaller items (bow ties, pocket squares, cufflinks, pins).
• Ensure the Square terminal is ready, with a modest cash float as required.
6. Requests / decisions
No decisions are requested at this time, other than awareness that no new inventory is being produced for Winnipeg and that existing stock will be used. Arrangements for new stock of silk items will be made over the next few months.
Respectfully submitted, Fellow Carol A. L. Martin
Alberta Regent
January 12, 2026
5.6 Strategic Planning Committee – Dr. Lisa Bentley
1. Executive Summary
This Planning Report outlines the strategic priorities, operational objectives, and governance considerations for ICD Canada in 2026. The report is designed to guide leadership, Fellows, and stakeholders in aligning activities with the organization’s mission of advancing excellence, ethics, and leadership in dentistry.
Key priorities for 2026 include strengthening governance practices, enhancing member engagement, ensuring financial sustainability, and expanding the organization’s impact across Canada.
2. Organizational Overview
The International College of Dentists (ICD) Canada is a professional honorary organization recognizing outstanding leadership and service in dentistry. The organization operates as a not-for-profit entity and is committed to upholding high ethical standards and promoting professional development.
Mission
To advance excellence, ethics, professionalism, and leadership in dentistry.
Vision
To be a leading organization recognized for fostering leadership and service in the dental profession across Canada.
3.Strategic Priorities for 2026
3.1 Governance and Compliance
Align governance practices with the Canada Not-for-profit Corporations Act (CNCA)
Review and update bylaws and policies
Ensure best practices in board oversight and accountability
Maintain appropriate Directors and Officers (D&O) liability insurance coverage
3.2 Membership Engagement and Growth
Increase Fellow engagement through regional activities
Enhance onboarding and mentorship for new Fellows
Promote diversity, equity, and inclusion in membership selection
Improve communication channels with members
3.3 Financial Sustainability
Strengthen financial planning and budgeting processes
Review dues structure and revenue streams
Maintain prudent reserve levels
Ensure transparency in financial reporting
3.4 Programs and Impact
To strengthen ICD Canada’s national presence and impact, the following program areas will be expanded in 2026:
Leadership Development
Develop a structured leadership development program for Fellows at different career stages
Offer workshops, webinars, and mentorship opportunities focused on governance, ethics, and professional leadership
Establish a formal mentorship program pairing new Fellows with experienced leaders
Community Outreach and Access to Care
Support and promote initiatives that improve access to dental care in underserved and remote communities
Partner with local and national organizations to deliver outreach programs
Encourage Fellow participation in volunteer and humanitarian efforts
Awards and Recognition
Enhance recognition programs to highlight outstanding service, leadership, and contributions to dentistry
Two new awards were successfully introduced in 2026, resulting in increased exposure for the organization and heightened interest and attendance at the annual gala
Increase visibility of award recipients through communications and events
Education and Professional Development
Provide continuing education opportunities aligned with emerging trends in dentistry
Collaborate with academic institutions and professional bodies to deliver high-quality educational content
Support research and knowledge-sharing initiatives among Fellows
Strategic Partnerships
Strengthen relationships with national and international dental organizations
Explore partnerships with academic institutions, regulatory bodies, and industry stakeholders
Leverage partnerships to expand program reach and resources
Plan a joint pre- or post-CDA Convention event in Prince Edward Island with the Pierre Fauchard Academy, hosted at The Inn at Bay Fortune, featuring continuing education programming and enhanced Fellow engagement opportunities
Student and Early Career Engagement
Develop initiatives to engage dental students and early-career professionals
Create pathways for future Fellowship consideration
Offer mentorship, networking, and leadership exposure opportunities
Digital Engagement and Innovation
Expand virtual programming, including webinars and online forums
Improve digital platforms to facilitate collaboration and knowledge exchange
Utilize data and technology to better understand and engage members
4. Operational Plan
4.1 Governance Actions
Conduct annual board effectiveness review
Provide governance training for directors
Establish a compliance checklist aligned with CNCA requirements
4.2 Membership Initiatives
Launch annual engagement survey
Develop regional ambassador program
Improve digital member platform
Plan and implement the “Membership Pearls” Zoom program to increase Fellow engagement and provide a regular platform for Fellows to interact, share knowledge, and highlight best practices across regions
4.3 Financial Management
Prepare annual budget with year end virtual meeting
Conduct independent financial review or audit
Monitor key financial indicators
Enhance website and digital presence
Increase frequency of member updates
Promote and contribute to Editor’s Annual report
The 2026 Planning Report provides a structured roadmap to support ICD Canada’s continued growth and relevance. By focusing on governance excellence, member engagement, and sustainable operations, the organization will be well-positioned to fulfill its mission and expand its impact in the dental profession.
Respectfully Submitted,
Dr. Lisa Bentley Chair, Strategic Planning Committee
5.7 Ad Hoc Committee Reports
Ad hoc Committee on Awards – Dr. Drew Smith
This committee consisted of Drs. Drew Smith (Chair), Lisa Bentley and Terrie Logue.
The committee met via ZOOM and reviewed that two of the pillars of ICD are recognizing service and promoting oral health worldwide.
Two new awards were recommended by the committee and approved by the BoR earlier this year:
The ICD Humanitarian Award and the ICD Distinguished Service Award
Ad hoc Committee on Continuing Education – Dr. Lisa Bentley
Monthly Continuing Ed Virtual Courses
Online Zoom platform called: “Fellowship Pearls”
First presenter: Deb Saunders: HPV and Head and Neck Cancer
ICD Global can assign PACE Credits
Working On Logistics to launch
Ad hoc Committee on Sponsorship – Dr. Drew Smith
This Committee consisted of Drew Smith, Andy Syroipoulos, Gordon Thompson and did not get a chance to meet.
Current Sponsorships:
Quikcard donation helps fund Student Awards Program
Ontario ICD Harbour 60 Luncheon: $2500 sponsorship from Tom Schramm with MBC Brokerage
Recommendation: to continue this Ad hoc committee with new members.
5.8 Spence Foundation Report – Dr. William (Bill) Christie
Greetings from the board of “The ICD Spence Foundation.” We are saddened by the sudden passing of our “ex-officio” board member, Registrar and Treasurer Gordon Thompson of Edmonton. Gord will be missed from our Foundation’s ZOOM meetings, where he imparted advice and information from an arms-length ICD Canada perspective. The board welcomes Registrar Lisa Bentley to the same position, as per our Constitution.
The Foundation was pleased to receive to date, three of the five grant award recipient’s reports of 2025, with photos of their humanitarian missions in action (with official ICD flag displayed in the background). ICD Fellows will see some of these reports in the ‘Bulletin’ soon, from our ICD Canada Editor and Treasurer Drew Smith.
CRA-charitable Donations from Fellows and benefactors to The Foundation have increased slightly as seen on our Treasurer’s Report, [attached](since an all time low during COVID times), but still are just onehalf of our usual past contributions to dental humanitarian support. Our Foundation’s aim remains the same: to award these CRA grant funds each year for dental supplies and materials. The board reviewed and approved three grant applications from Canadian Fellows this past year, namely:
1. Fellow Ralph Pisco-Dubienski of Calgary and the Hopethiopia Charity will return to Ethiopia and Rwanda again in November 2026. (Grant for dental supplies and materials - $5,000.00 )
2. Fellow Aaron Kim of Winnipeg has two humanitarian grant applications for ongoing projects planned again. The first is another NorWest Access clinic screening and then patient treatment in six local dental clinics, many of whom are our Manitoba Fellows acting as volunteer participants. (Grant for dental supplies and materials - $5,000.00 )
3. Fellow A. Kim and members of the charity “In Company of Friends” will return to Guatemala, again in April 2026 (Grant for dental supplies and materials - $5,000.00 ).
Last year was the 3rd and final year in which the Foundation reviewed and recommended to the Global Visionary Fund and Henry Schein Cares Foundation (GVF/HSC) a total of $20.000 USD for budgeted dental supplies from the Henry Schein-Canada catalogue.
On behalf of the Foundation we would like to thank the ICD-Canada Executive, Regents and Deputy Regents for visiting our ICD web-site and making their yearly donations toward ICD-Canada sponsored humanitarian dental missions. The need is great, and we are following one of The College’s principle aims and objectives in this endeavour.
Life Fellow William (Bill) Christie President, ICD Spence Foundation
William J Spence ICD Memorial Foundation
Financial Summary to December 31, 2025
Credit Debit
Opening Balance: $24,102.87
Fellow Donations: $14,275.00
Funding (5 Projects): $25,000.00
Banking Costs: $92.00
Tartan Donations: $0 Administration: $0.00
Memorial Donations: $500.00
Investment Transfer: $ $5000.32
Totals
Office Expenses: $116.31
$43,878.19 $ 25,208.31
Cash on Hand
CIBC Current Account: $ 3894.88 Donations in ICD Trust: $14,775.00
Respectfully Submitted, Dr. Drew Smith W J Spence ICD Memorial Foundation Treasurer
6. Nominations Report – Dr. Lisa Bentley
Vice President: Dr. Carol Martin
Motion: That Fellow Carol Martin be elected Vice President
Ontario Regent: Dr. Lesli Hapak
Motion: “That Fellow Lesli Hapak be elected Ontario Regent
Elected Positions Motion: “That the Elected Positions be approved.”
7. Elected and Appointed Officers – Dr. Lisa Bentley
Elected Positions:
The Offices of President and Past President are automatic and therefore President Lisa Bentley will become Past President and President-Elect Terrie Logue will become President for 2026-27.
For President-Elect: Fellow Jean Bodnar
For Vice President: Fellow Carol Martin
For Registrar: Fellow Lisa Bentley
For Treasurer: Fellow Drew Smith
For International Councillor for year 2 of 3years: Fellow Maureen Lefebvre
Motion: “That the Elected Positions be approved.”
Appointed Positions:
For Editor: Fellow Drew Smith
For Student Awards Committee Chair: Fellow Drew Smith
For Constitution and Bylaws Committee Chair: Fellow Heinz Scherle
For Strategic Planning Committee Chair:
For Tartan and Logo Committee Chair: Fellow Carol Martin
Motion “Appoint a new Chair for the Strategic Planning Committee”
Motion: “The Appointed Positions be approved.”
8. Regent Reports – Verbal Reports
9. Grants and Honoraria – Dr. Lisa Bentley and Dr. Terrie Logue
9.1 Registrar/Treasurer: (Dr. Lisa Bentley &Dr. Drew Smith to recuse themselves)
Honoraria: $34,650.00, Bonus $7725.00, Office rent $5665.00 and Travel $6200.00
The Board awarded a 3% increase last year
Motion:
9.2 Editor (Dr. Drew Smith to recuse himself)
Honoraria: $7500.00
The Board awarded a 3% increase last year
Motion:
3.3: Delegation of Duties for the Registrar and Treasurer:
ICD Canada paid $22,207.00 for General Operations on top of Honoraria
Motion: ICD Canada hires an accountant/bookkeeper to work alongside the Treasurer and prepare Reports.
Motion: ICD Canada investigates procuring a Management Company like Bond Executives
8.4: Honoraria for Regents:
10. Future Meetings – Dr. Lisa Bentley
Quebec Installation – Montreal May 31, 2026
ODA/CDA – Toronto May 6-8, 2027
11.Transfer of Chain of Office and Incoming President’s Address – Drs. Bentley and Logue
