THE SOUTH AFRICAN SOCIETY OF OTORHINOLARYNGOLOGY, HEAD AND NECK SURGERY
1.1 words importing:
1.1.1 any one gender include the other two genders;
1.1.2 the singular include the plural and vice versa;
1.1.3 natural persons include created entities (corporate or unincorporated) and vice versa;
1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:
|"allied health professionals"||those specific interest groups and/or individuals identified and/or determined by Exco from time to time;|
|"business days"||all days excluding Saturdays, Sundays and public holidays;|
|"constitution"||the constitution of the Society as amended or replaced from time to time;|
|"Exco"||the executive committee of the Society constituted in terms of the constitution;|
|"Society"||the South African Society of Otorhinolaryngology, Head and Neck Surgery;|
|"effective date"||the date on which this constitution is accepted by the members by a two-thirds majority vote of the members present in person or proxy at a general meeting of the Society and entitled to vote;|
|"the day committee"||the day committee of the Society established in terms of clause 13.2;|
|"financial year"||the financial year of the Society ending on the last day of February of each year;|
|"management company"||ENT Management Group Limited, registration number 1996/001888/06;|
|"member"||a member of the Society in good standing;|
|"ordinary member"||an ordinary member of the Society as contemplated in clause 8.1.1;|
|"Republic"||the Republic of South Africa;|
|"SAMA"||South African Medical Association (Association incorporated under section 21), registration number 1927/000136/08;|
|"SARS"||South African Revenue Services;|
|"secretary"||the secretary of the Society from time to time;|
|"treasurer"||the treasurer of the Society from time to time.|
1.3 A reference to a party includes that party's successors and permitted assigns.
1.4 Any reference to an enactment is to that enactment, as amended, as at the date of signature hereof, and as amended or re-enacted from time to time.
1.5 If any provision in a definition in this document is a substantive provision conferring rights or imposing duties on any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the operative part of this document.
1.6 When any period is prescribed in this document, that period shall be reckoned exclusively of the first day and inclusively of the last day unless the last day is not a business day, in which case the last day shall be the next succeeding business day.
3.2 The Society shall comply with and conform to the rules and principles and requirements of SAMA, to the extent that the rules and principles and requirements of SAMA are compatible with the objects of the Society.
3.3 The Society is a distinct and separate legal entity and body corporate, with the capacity to acquire rights and obligations and having perpetual succession.
3.4 All proceedings shall be brought by or against the Society in the name of the Society and the Exco may authorise any person to act on behalf of the Society and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.
4.1 the Society is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Society or its individual members;
4.2 the income and assets of the Society shall be applied solely for investment and for the promotion of the objects for which it is established;
4.3 no part of the income or assets of the Society shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to any person;
4.4 the Society shall not carry on any trading or other profit-making activities.
5.1.1 does not confer upon any member a right to any of the moneys, property or assets of the Society;
5.1.2 confers upon the members the privilege of membership subject to such charges and reasonable restrictions as the Exco may from time to time impose and subject to the constitution of the Society in force from time to time.
5.2 A member whose application for membership has been accepted shall be bound by the constitution.
6.1 to serve as the overall representative body of otorhinolaryngologists in the Republic;
6.2 to promote the practice and professional and allied interests of otorhinolaryngologists in the Republic;
6.3 to collect clinical and pharmaceutical data in relation to its members and to apply such data to promote the interests of its members in collaboration with the management company;
6.4 to maintain and promote the continuing academic standards and training of otorhinolaryngologists in the Republic;
6.5 to define and establish relationships amongst otorhinolaryngologists and between otorhinolaryngologists and hospitals, public and private institutions, government authorities, SAMA, the pharmaceutical industry and the medical and health care profession generally, and the public;
6.6 to conclude contracts to regulate the relationships contemplated in clause 6.5;
6.7 to appoint the management company to render or secure management services to or for the Society and its members on the terms acceptable to the Exco;
6.8 to hold or arrange for the holding of meetings of members of the Society and for congresses and seminars and to defray costs related thereto;
6.9 to secure sponsorships, grants and subsidies;
6.10 to grant bursaries to its members;
6.11 to provide financial assistance to its members in relation to the costs of attending congresses and seminars;
6.12 to pay out of the funds of the Society all grants, costs, charges and expenses considered by the Exco to be necessary to the promotion of the Society and its objectives.
7 POWERS OF THE SOCIETY
Subject to the provisions of clause 3 above, the Society shall have all such powers as are necessary for the proper attainment of the objects set out in clause 6 above and shall, in particular, have the following express powers:
7.1 to facilitate the exchange of ideas, priorities and problems in the field of otorhinolaryngology;
7.2 to acquire any movable or immovable property for the Society calculated to benefit the Society and to advance its objects and to maintain, improve and alter any of the Society's property;
7.3 to institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or its officers, or otherwise concerning the affairs of the Society;
7.4 to open bank accounts in the name of the Society and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business and affairs of the Society;
7.5 to invest and deal with any moneys of the Society not immediately required for the purposes of the Society;
7.6 to secure the fulfilment of any contracts or engagements entered into by the Society;
7.7 to establish, promote or assist in establishing or promoting and to subscribe to or become a member of any association or Society whose objects are similar or partly similar to the objects of the Society, or the establishment or promotion of which may be beneficial to the Society;
7.8 to support and subscribe to any institution or Society which may be for the benefit of the Society;
7.9 to raise funds to further the objects of the Society and to accept donations and grants and subsidies;
7.10 to recover costs incurred by the Society in respect of congresses and seminars and meetings;
7.11 to borrow or raise and give security for the indebtedness of the Society from time to time;
7.12 to enter into any contract commensurate with or which furthers the objects of the Society including sales and purchase of property of any kind whatsoever.
8.1.1 ordinary members
Any person who is a registered medical practitioner within the Republic and registered with the Health Professions Council of South Africa, provided that his professional practice is confined solely to the practice of otorhinolaryngology or otorhinolaryngology specializing in head and neck surgery.
8.1.2 affiliate members
126.96.36.199 Members of allied health professionals may become affiliate members of the Society.
188.8.131.52 Affiliate membership is designed to accommodate:
184.108.40.206.1 allied health professionals;
220.127.116.11.2 otorhinolaryngologists who are not registered to practice in South Africa as such but wish to be associated with the Society.
18.104.22.168 Affiliate members shall not have any vote in the affairs of the Society.
8.1.3 registrar members
22.214.171.124 All post-graduate students registered at a teaching institution in the Republic as a post-graduate student in the specialty of otorhinolaryngology shall be eligible for registrar membership.
126.96.36.199 The terms and conditions of registrar membership, including those of fees, shall be decided upon from time to time by the Exco.
188.8.131.52 Registrar members shall not have any vote in the affairs of the Society.
8.1.4 honorary members
184.108.40.206 Honorary members shall be drawn from the ranks of retired otorhinolaryngologists and/or as nominated by the Exco and ratified at an annual general meeting.
220.127.116.11 Honorary members shall have such privileges as may be conferred on them by the Exco but shall have none of the liabilities of ordinary members and shall have not vote in the affairs of the Society.
9.2 A person who is not a member of the Society at the effective date shall only be eligible for membership of the Society if that person is a member of the management company at the time when that person applies for membership to the Society.
9.3 Any person who at the effective date is a member of the Society but not also a member of the management company shall apply for membership of the management company by the end of the financial year ending 28 February 2006 and shall, subject to approval by the board of directors of the management company, subscribe for one share in the management company at a subscription price of R1,00.
9.4 A member shall remain a member until the membership is terminated:
9.4.1 by resignation in writing addressed to the secretary; or
9.4.2 by unanimous decision of the Exco; or
9.4.3 by reason of the member not being a member of the management company by 28 February 2006 which termination shall occur automatically without notice to the member concerned.
9.5 The Exco shall be entitled by notice in writing to the member concerned to suspend his/her membership if the member is in arrears with the payment of subscription or other dues.
9.6 Should any ineligible candidate be inadvertently admitted as a member in any class of membership, the Exco may declare his/her election void, and it shall give him/her notice to that effect, he/she shall cease to be a member and his/her name shall be erased from the register of members.
9.7 Any candidate whose application for membership has been rejected shall not be entitled to seek election again within one year of the date of such rejection. If, however, at any time after the rejection of a candidate, it should appear that such rejection has been made under a misapprehension or mistake as to identity, or owing to incorrect information having been given, the Exco shall have the power to reconsider such application.
9.8 On the election of a member in any class, the secretary shall notify such person, and he/she shall be entitled to a copy of the constitution of the Society.
9.9 The Exco shall have power to readmit a member, who for any reason has relinquished membership of the Society, on such terms and conditions as the Exco shall determine in each particular case.
10.2 Ordinary members in their first year of private practice as otorhinolaryngologists as well as affiliate members and all members who are in full time academic positions with no private practice shall pay a fee as determined by the Exco from time to time.
10.3 All subscriptions shall become due on the first day of each financial year and shall be paid in twelve equal monthly instalments by debit order or such other method as the day committee may approve from time to time.
11.1.2 immediate past president;
11.1.4 treasurer; and
11.1.5 six members who are elected by the members to the Exco.
11.2 The president, secretary and treasurer shall be nominated by the Exco and ratified in general meeting of the members and shall hold office for a period of three years.
11.3 The immediate past president shall hold office for a period of three years.
11.4 The members contemplated in 11.1.5 shall hold office for a period of two years after their individual elections.
11.5 Notwithstanding anything to the contrary contained in this constitution, an office bearer of the Society shall cease to hold his/her office when he/she ceases to be a member of the Society.
11.6 The full list of office bearers of the Society, together with a list of members, shall be furnished to SAMA within 30 days after each annual general meeting of the Society.
12 COMPOSITION OF THE EXCO
12.1 The Exco shall consist of the the immediate past president as well as the president, the secretary and the treasurer (whose nominations shall be ratified in terms of 11.2) and six members of the Society who shall, subject to the provisions of 12.2, be elected at annual general meetings of the Society.
12.2 Notwithstanding the provisions of clauses 11.2 to 11.4:
12.2.1 the members of the Exco holding office at the special general meeting at which the adoption of this constitution will be considered (save for the current day committee and the current immediate past president) will continue to hold office until the first annual general meeting of the Society following such special general meeting;
12.2.2 the current day committee as well as the immediate past president will remain in office until the second annual general meeting of the Society following the special general meeting at which the adoption of this constitution will be considered.
12.3 The members shall elect six members of the Society, who may be representative of the following areas – Central Gauteng, Pretoria, Kwa-Zulu Natal, Western Cape, Eastern Cape and Central – having regard to the concentration of numbers of the members in the various areas. At least four areas shall have one representative member provided that no area shall have more than two members representing such area.
12.4 The president shall be entitled to fill any vacancy which may occur amongst the six members of the Society forming part of the Exco. The member appointed to fill such vacancy shall hold office until the next annual general meeting of the Society.
12.5 Nominations in writing for the office of the six members of the Exco shall be signed by two ordinary members of the Society (save for the retiring members of the Exco) and delivered to the secretary at least 30 days before the date fixed for the holding of the general meeting of the Society at which election shall take place. In the event that no or an insufficient number of nominations are received, the day committee shall be responsible to nominate in writing, at least 7 (seven) days prior to the date fixed for the holding of the general meeting of the Society at which election shall take place, members for the office of the six members of the Exco as it deems fit.
12.6 No member, save for a retiring elected member of the Exco, may stand for election as a member thereof unless nominated in terms of clause 12.5 above.
12.7 Voting for the election of members of the Exco shall be by way of ballot, or show of hands as the chairman may decide.
13 MANAGEMENT OF THE AFFAIRS OF THE SOCIETY
13.1 The management and control of the affairs of the Society shall vest in the Exco which shall have full power and authority to do any act, matter or thing necessary to achieve the objects of the Society excepting such matters as are specifically reserved to be dealt with at a general meeting of members.
13.2 The day committee shall be responsible for the day-to-day operations of the Society and shall comprise the following members from the Exco:
13.2.1 the president;
13.2.2 the treasurer; and
13.2.3 the secretary.
13.3 The Society in general meeting may review, approve or amend any decision of the Exco, but no such decision of the Society shall invalidate any action taken by the Exco in accordance with these rules.
13.4 The Exco shall be entitled from time to time to issue:
13.4.1 standing orders and rules in relation to the affairs of the Society, which standing orders and rules shall in each instance be subject to confirmation at the immediately following annual general meeting of the Society;
13.4.2 protocols and guidelines relating to clinical procedures and coding thereof.
13.5 Any protocols and guidelines relating to the clinical procedures and coding thereof issued by the Exco shall take precedence over the protocols and guidelines issued by SAMA.
14.1.1 a commercial/coding subcommittee, which shall be responsible for commercial matters of the Society and which shall interact with the management company;
14.1.2 an academic subcommittee, which shall be responsible for training and examinations, and to which shall be co-opted the heads of all academic training departments and a representative of the SA College of ORL, who may be one of the aforementioned heads of department;
14.1.3 CPD subcommittee, which shall be responsible for congress organization and matters relating to Continued Professional Development;
14.1.4 communications subcommittee which shall be responsible for matters such as a Society newsletter, managing the Society website and general public relations;
14.1.5 peer review and clinical protocols subcommittee, which shall be responsible for peer review procedures;
14.1.6 any other subcommittee that the Exco may deem necessary and appropriate for purposes of conducting the affairs and achieving the objects of the Society.
14.2 The subcommittees shall comprise such members of the Society as the Exco may determine, and the president shall serve as an ex officio member of all subcommittees.
14.3 The Exco shall determine the scope of reference and responsibilities of each subcommittee, and shall allocate a separate budget to each subcommittee for the attainment of its purpose.
14.4 The president shall report on the activities of the Exco and each subcommittee at each annual general meeting of the Society.
14.5 The Exco shall be entitled to temporarily co-opt any member of the Society as an additional member of the Exco for special purposes.
15 SUB - GROUPS
15.1 The Exco shall be entitled to establish sub - groups of the Society within the framework of the divisions or branches of SAMA or in such other manner as may be agreed upon by the Exco from time to time.
15.2 Such sub - groups may be conferred with powers of independent action in local matters only (in other words matters pertaining exclusively to the Republic and which excludes international matters), provided that such action is not in conflict with the policy and rules of the Society in force from time to time.
15.3 Sub - groups shall comprise:
15.3.1 a chairman;
15.3.2 an honorary secretary;
15.3.3 a treasurer; and
15.3.4 an executive committee consisting of two members;
which office bearers shall be elected at a general meeting which shall be held by the relevant sub-groups one month prior to the general meeting of the Society.
15.4 Following the election contemplated in clause 15.3 above, a list of all office bearers of each sub - group shall be furnished to the secretary within 30 (thirty) days of their election.
15.5 Reports of local action taken and of any matter directly affecting the Society in any way shall be furnished by sub–groups to the secretary forthwith.
16.2 The Exco shall meet as often as the members of the Exco may deem necessary, but not less than four times a year of which at least two will be face-to-face meetings and the remainder by teleconferences or video conferences or other electronic means.
16.3 Not less than seven days notice shall be given of all meetings of the Exco unless all members of the Exco agree to accept shorter notice.
16.4 The quorum for a meeting of the Exco shall be a majority of the members of the Exco present at the commencement of and throughout the meeting.
16.5 Any decision of the Exco shall be by majority vote by show of hands of those present. Each person entitled to be present and to vote shall have one vote and the chairman of the meeting shall have a casting vote in addition to his deliberative vote.
16.6 The secretary shall convene a special meeting of the Exco on the instructions of the president or upon the written request of at least two members of the Exco.
16.7 The Exco shall cause a register of all members of the Society, together with their addresses, and proper accounting records, to be kept and it shall further cause minutes to be kept of the appointment of officers and names of members of the Exco present at any meeting, together with minutes of all resolutions and all proceedings taken at any such meeting.
16.8 A resolution in writing which is signed by all members of the Exco and inserted in the minute book of the Exco shall be as valid and effective as if passed at a meeting of the Exco. Any such resolution may consist of several documents in the same form, each of which is signed by one or more members of the Exco.
16.9 All acts done by any meeting of the Exco or by any person acting as a member of the Exco shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member, be as valid as if every such person had been duly appointed and was qualified to be a member of the Exco.
16.10 The proceedings of the Exco shall be valid notwithstanding any temporary vacancy in the Exco.
17 ANNUAL GENERAL MEETINGS
17.1 The annual general meeting of members of the Society shall be held at such time and place as the Exco may determine but as close as possible to the annual congress and scientific meeting of the Society.
17.2 Notices of the date, time and place for the holding of the annual general meeting shall be posted by letter or by electronic mail to each of the members of the Society at his registered address as appearing in the register of members or to an electronic address furnished by the member to the Society (as the case may be), at least thirty days before the date fixed for the holding of such meeting.
17.3 The accidental omission to send by post any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.
17.4 Notice of the terms of any resolution to be proposed at an annual general meeting, other than concerning ordinary and general business, shall be lodged with the secretary at least sixty days before the date fixed for such meeting.
18 PROCEEDINGS AT ANNUAL GENERAL MEETINGS
18.1 At the annual general meeting the Exco shall present an audited balance sheet and income statement drawn as at financial year-end of the preceding financial year, together with its report.
18.2 The ordinary business to be done at an annual general meeting shall be as follows:
18.2.1 to confirm the minutes of the previous annual general meeting and any special general meeting held since the previous annual general meeting;
18.2.2 to receive and consider the report of the Exco and the financial statements for the preceding financial year with the auditors report thereon;
18.2.3 to elect the office bearers of the Society;
18.2.4 to ratify the candidates of the day committee as nominated by the Exco in terms of 11.2;
18.2.5 such other business as the Exco may table from time to time.
19 SPECIAL GENERAL MEETINGS
19.1 The Exco may at any time, through the secretary, call a special general meeting of members by giving not less than fourteen days notice to members specifying the purpose of the meeting.
19.2 The secretary shall convene a special general meeting of members of the Society, upon receiving a requisition signed by not less than twenty ordinary members, specifying any resolution or resolutions proposed to be moved or other business to be discussed. The secretary shall post to each member to his registered address or send by electronic mail to his electronic mail address a copy of such notice at least fourteen days prior to the holding of the meeting.
19.3 The omission to send by post any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.
20 QUORUM AT GENERAL MEETINGS
The quorum for a general meeting of members shall be twelve members entitled to vote thereat; provided that if no quorum be present within (15) minutes after the time fixed for the meeting, it shall, in the case of an annual general meeting or a special general meeting called by the Exco, be postponed to the same day and hour in the following week and at such adjourned meeting, the ordinary members present shall be deemed to be a quorum for the transaction of the business of the meeting. In the case of a special general meeting called by requisition of members, if no quorum is present upon the date fixed, and within fifteen minutes after the time fixed for the meeting, it shall be dissolved.
21 CHAIRMAN AT GENERAL MEETING
The chairperson for all general or special general meetings of the members of the Society shall be the president or, in his absence, the past president. Should both be absent, the members present shall elect a chairman for that meeting from among the other members of the Exco present, if any, or, failing their presence, a chairman shall be elected being a person who is entitled to vote at an annual general meeting, from among those members present.
22 ADJOURNMENT OF GENERAL MEETINGS
The chairman of any general meeting may, with the consent of the meeting decided by majority vote, adjourn the meeting from place to place and from time to time but no business shall be transacted at any adjourned meeting other than that business left unfinished at the adjourned meeting.
23.2 Save as otherwise provided in this constitution, any business, resolution or question submitted to such a meeting for decision shall be decided by majority vote of those present and entitled to vote and, in the first instance, by a show of hands. An ordinary member may be represented by a representative whose identity has been notified to the secretary at least forty-eight hours prior to the meeting.
23.3 A declaration by the chairman of the meeting of the result of a show of hands or a ballot, as the case may be, shall be conclusive.
24 AMENDMENTS TO CONSTITUTION
The constitution shall not be repealed or amended save by a resolution adopted by a majority of two thirds of the ordinary members of the Society present at any annual or special general meeting of members of the Society of which due and proper notice has been given.
25.1.1 commit any breach of this constitution or the rules or by-laws of the Society or of SAMA, to the extent that the rules and principles and requirements of SAMA are compatible with the objects of the Society; or
25.1.2 be guilty of any conduct which places the Society in disrepute; or
25.1.3 fail to make payment of any money due to the Society after due notice; or
25.1.4 be guilty of conduct which is regarded as misconduct by SAMA.
25.2 The hearing and investigation of any complaint as to the conduct of a member, and the procedure to be adopted in connection therewith, shall be in the sole discretion of the Exco, provided, however, that the member whose conduct is the subject of complaint and investigation shall be informed of the nature of the complaint, or the Exco shall take any reasonable steps to bring to his notice the nature thereof, by posting a registered letter to his registered or residential address or otherwise, and provided that such member shall be afforded an opportunity of replying to any such complaint, whether in writing or in such other manner as the Exco may determine.
25.3 The Exco, after investigation, shall have the power in regard to a member who, in its opinion, has been guilty of misconduct as described clause 25.1 above:
25.3.1 to expel such member, who shall be ineligible for re-election; or
25.3.2 to deprive such member of any or all of the rights, benefits and privileges of his membership during such time or period as the Exco in its absolute discretion may deem fit; or
25.3.3 to call upon such member in writing, through the secretary, to resign and, if he fails to tender his resignation within seven days of the date of such request, to expel such member, who shall then be ineligible for re-lection; or
25.3.4 to reprimand and/or censure such member, or
25.3.5 to caution such member; or
25.3.6 to impose such condition upon such member as to the use of the facilities of the Society as the Exco may in its sole discretion determine.
25.4 The decision of the Exco under this rule shall be notified to such member by posting a registered letter to such member at his registered or residential address.
Every member, officer or servant of the Society shall be indemnified by the Society against all costs, losses and expense, which he may incur or become liable for by reason of any bona fide act or thing done by him as such in the discharge of this duties, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.
28.1 The Society may be dissolved by a resolution passed at a special general meeting called for that purpose by a majority of two-thirds of the ordinary members present and entitled to vote at the meeting.
28.2 On dissolution of the Society the remaining assets shall be given or transferred to another organisation with objects similar to those of the Society and which is itself exempt from income tax.