Constitution of the Society
CONSTITUTION AND RULES
The name of the society shall be the PAN AFRICAN ENDOUROLOGY SOCIETY (SAES), (In this constitution, referred to as “the Society”)
- To encourage the exchange of clinical experience, science, thought and investigation amongst all Urologists on the acceptable techniques in Endoscopic procedures.
- To encourage the promotion of Endoscopic procedures amongst Colleagues, and institutions, for the benefit of the patient.
- To encourage research in Endoscopic Surgery and related techniques.
- To foster and further the development, cooperation and mutual relationships with Institutions, medical insurance companies and relevant appropriate Medical Societies/Associations in the region and internationally, so as to disseminate the acceptance of Endoscopic procedures.
- To seek the required affiliation from appropriate authorities.
- To propagate the agreed definitions and terminology with regards to Endoscopic procedures.
- To recommend the standards of Training in Endoscopic Surgery to the various relevant Societies/Associations, Medical Insurance Companies, Statutory Bodies, Government and Private Institutions.
- To regulate the quality of Endoscopic procedures provided in our institutions, so as to uphold high and acceptable standards in South Africa.
- To facilitate the credentialing, stratification and certification of specialists in Endoscopic Procedures.
- To facilitate the training amongst Postgraduates, Registrars and Specialists in the Public and Private Sector by way of CME’s, Seminars, Conferences, Workshops and Community based service activities, in various Hospitals in the region.
- Support the Government in their goal to uplift the standard of medical care and disease prevention in the community through outreach programs.
The society shall consist of Annual members, Life members and Honorary members.
- Annual Members
The following shall be eligible to be ANNUAL MEMBERS of the Society provided they have been vetted by the Executive Committee and have paid their joining fee and Annual Subscription as proposed by the Executive Committee and ratified at an Annual General Meeting of the Society.
- Consultants and Specialists as recognised and registered by the Health Professions Council of South Africa.
- Medical Practitioners in recognized training positions as urologists.
- All applications of new members to the Society will be made to the Executive Committee of the Society, and shall be proposed and seconded by an eligible bona fide Annual Member.
- Annual Members, failing to pay their dues and subscriptions to the Society for two consecutive years will cease to be members of the Society, this being proposed by the Executive Committee and ratified at an Annual General Meeting of the Society.
- All Members of the Society shall be committed to the cause of developing and promoting the ideals of the SAES.
- Default in the payment of contributions to the Society when the arrears of contributions are outstanding for two continuous years. The Executive Committee can recommend to the Society reinstatement of the Member if all arrears are received in full by the society, within the time specified.
b. Overseas Members
- Shall be accepted and will fall under the jurisdiction of the local chapter. No independent activities will be partaken by the overseas members, without prior written authority of the Executive Committee.
c. Life Members
- Life Members will only be considered after a period of 10 consecutive years as an Annual Member.
- The same criteria shall apply as for Annual Members, in respect to their professional qualification. LIFE MEMBERS shall not pay an annual subscription but a single lump sum, the amount to be determined by the Executive Committee and ratified at an Annual General Meeting, or at a Special General meeting, of the Society.
- Life members may be invited to attend meetings of the Executive Committee as and when required.
- Life members of the Society will have full voting rights at all Meetings of the Society.
- There will be a maximum of 10% of the Life Members of the Society at any given time.
d. Honorary Member
- The Executive Committee of the Society may propose to the AGM of the Society, the election of HONORARY MEMBERS. They shall be medical practitioners and other persons of repute in society, who have made a significant contribution to the Society.
- Honorary members shall not be required to pay the Membership fees. They shall not be eligible to hold office or have the right to vote.
The office bearers of the Society shall be:
- The President who shall hold office for not more than 2 consecutive years, and who shall become the Immediate Past President at the end of the term of office, and will serve on the Executive Committee for only one year thereafter. This two-year period will commence after this election meeting.
The Founding President will remain in office until such time as there will be the same 50 annual members for three consecutive years before he/she shall call a meeting to vote for a new President following his/her presidency period.
The Founding President will have life membership after his term as President has terminated and will be documented as the Founding President thereafter.
- The Vice President who shall hold office for no more than two consecutive terms, and who shall become the President at the end of the term of office, subject to the approval of the AGM of the Society.
- The Immediate Past President who shall hold office for not more than one year in a subsequent Executive Committee. He shall then resign from the Committee at the end of the term of office and shall not be eligible for re-election to any post for at least one year, unless it has been motivated by the Executive Committee that he does otherwise.
- The Honorary Secretary shall hold office for two consecutive years.
- The Honorary Treasurer who shall hold office for two consecutive years. The Treasurer is empowered to authorize an expenditure of up to a maximum of R1000 only, on behalf of the Society. All cheques should be counter signed by the President and/or the Honorary Secretary of the Society. The Treasurer is empowered to deposit funds on behalf of the Society in bank accounts approved by the Executive Committee.
- The Members of the Society at an AGM shall elect 3 other members of the Executive Committee. The election shall be by ballot if more than one member is nominated for the post, using the single transferable vote system.
- An officer may be removed from office by a majority vote of the members at any AGM. Prior notice of intent must be given to the Honorary Secretary, in writing, at least 45 days in advance, for a valid reason.
- The nominations for the various positions of the Executive Committee shall be duly proposed and signed by 2 Annual members of the Society and presented in writing at least 45 days before an AGM. Nominations thereof will be circulated to all Society members 30 days prior to the AGM by the Honorary Secretary.
- Elections of the President and the Honorary Treasurer will be conducted at an AGM of the year of an AGM during the year of an odd number, whilst the election of the Vice President and Honorary Secretary will only be conducted at an AGM during an even year.
- For the first 7 years after registration of the Society, at least 4 of the positions of the Executive Committee will be from the founding Members of the Society. This clause can only be amended by a two third majority at an AGM of the Society.
DUTIES OF OFFICE BEARERS
The office bearers as listed above herewith will be referred to as the Executive Committee and their duties will be:
- The Executive Committee shall be responsible for the management of the affairs of the Society.
- It shall establish the yearly budget and determine the use to be made of the available funds.
- It shall also determine the renting of premises and housing a Secretariat when appropriate for their requirements. The Secretariat may be entitled to wages or a monthly salary in accordance to the contractual agreement between the President and the Secretariat.
- The President of the Society is entitled to financial reimbursement for expenses incurred related to the Society matters as well as an honorarium fee or salary for the time he/she is in office. The fee will be payable on a monthly basis and the amount will be determined by the President. This allowance will be variable depending on the financial status of the Society as well as the additional amount of work performed by the President. The President may also claim for loss of income directly related to duties performed for the Society.
THE COMMITTEE AND ITS DUTIES
- There shall be three additional elected Committee members forming the Executive Committee (Total 7 members) who shall serve for no more than two years continuously unless elected as the President, Vice President, Honorary Secretary or Honorary Treasury of the Society. Prior to the attainment of fifty members or more, the period of appointment for any committee member (including the President) may be extended beyond two years, at the discretion of the President, in order to ensure continuity during the initial branding and establishment of the Society.
- Elected Committee Membership shall be open to any annual or life member of the Society.
- Method of election: Members present at an AGM shall elect vacancies for the Executive Committee Members. Two sponsors must propose candidates for election of the Executive Committee. Candidates and sponsors must be members of the Society and having paid their current subscriptions. Voting shall be open to every Annual member and Life Member. A single transferable vote system shall decide. Elected Executive Committee members will take office at the following Executive Committee meeting. Proposal forms for election will be sent to each member of the Society 4 months prior to the AGM. A maximum of 5 proxy votes will be allowed per Annual Member.
- If an elected Executive Committee Member leaves the Committee or is elected to the post of an officer before the term of office is complete, his place on the elected committee may be filled for the remaining period of his term of office by co-option at the discretion of the Executive Committee.
- Invited Members: Members of the Society may be invited to the Executive Committee at the discretion of the Executive Committee. They shall have no voting rights. Their tenure of office shall be annually renewable and shall include:
- The Conference President of the next Annual Scientific Meeting.
- The Chairmen of subcommittees for specific tasks when appropriate.
- Other members, to a maximum of three, whose expertise is necessary to the functioning of the Committee.
- Co-opted Members: The Executive Committee at their discretion may co-opt 3 additional members to serve on the Executive Committee in the various capacities.
- The Society may appoint sub-committees to perform relevant functions. The terms of office of these sub committees shall be at the discretion of the Executive Committee. Each sub Committee shall be governed by its terms of reference presented by the Executive Committee.
- The respective Sub Committee shall report by minutes to the Executive Committee.
- The Chairman of a sub committee may be invited to an Executive Committee Meeting to discuss the functioning of the sub-committee.
There shall be two classes of General Meeting. ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING.
- The Annual General Meeting (AGM) is the supreme authority of the Society
- The Annual General Meeting shall be convened by the Society and coincide with the Annual (or Biannual) Scientific Conference of the Society.
- The Honorary Secretary of the Society shall inform all members of the Annual General Meeting in writing at least 30 days prior to the AGM and shall include the Agenda thereof.
b. Special General Meeting shall include:
- An Extra Ordinary General Meeting of the Society may be convened by the Executive Committee, or at the request of at least 15 Annual Members or one third of the total membership (whichever is lesser) at least 21 days prior to the intended day of meeting, to discuss any items that may deemed fit for such.
- The Notice for an Extra Ordinary General Meeting called for by the Annual Members shall be forwarded to the Honorary Secretary by registered mail or through a reputable courier, giving the required notice of 21 days.
c. The Executive Committee shall meet as often as required but at least once a year, for the business of the Society.
- The founding members of the Society will serve as the TRUSTEES of the Society. They will:
- Have the powers to veto any decisions so taken by the Annual members at an Annual General Meeting of the Society, or the Executive Committee, that may be detrimental to Welfare of the Society, and against the goals set out in this constitution. Their powers will also override those set in Article 14 of this constitution.
- The founding members may increase or decrease the trustees by invitation, as they deem fit, up to a maximum of 15 members.
b. The Trustees will also be the custodians of the Society Assets in the unforeseen situation of dissolution of the Society.
c. They will be eligible to vote, at any meeting of the Society.
d. Trustees will not be compelled to pay any additional Annual Membership Fees.
An auditor shall be appointed for the following year by the AGM. All the Societies Accounts records and documents shall be opened to the inspection by the Auditor at any time. The Treasurer shall produce and account of his receipts and payments and statement of assets and liabilities made up to date which shall not be less than 6 weeks and not more than 3 months before the date of the AGM. The Auditors shall examine such Annual accounts and statements either certify that they are correct, duly vouched and in accordance with the law or report to the society in what respect they are found to be incorrect, unvouched or not in accordance with the law.
A copy of the Auditors Report on the accounts and statements together with such account statements shall be furnished to all members on request.
An Auditor may be paid an honorarium for his duties as may be resolved by the Annual General Meeting appointing him.
No auditor shall be an office bearer or a member of the committee of the Society.
- Each Member, except Life Members, Trustees and Honorary Members, shall pay to the Society, a yearly subscription rate, the amount of which shall be determined by the Society of Annual General Meeting.
- Life Members shall pay a single subscription, the amount of which will be recommended by the Executive Committee and ratified at the AGM.
- Members of the Society shall be exonerated from personal liability in respect to the financial commitments of the Society, which shall be guaranteed solely by the Society’s assets.
Branches of the Society may be formed with the approval of the Executive Committee of the Society and they will adopt the same constitution as that of the head quarters.
AMENDMENT TO THE CONSTITUTION
- Any proposal for an amendment to this Constitution shall be circulated to all Members of the Society in writing at least three months before the AGM of the society at which the amendment is to be discussed. The voting can be in person or by a proxy vote. The proxy votes will be limited to 5 per Annual Member. When the amendment is circulated, the Secretary shall state that the Society members may, if they are unable to attend the AGM, indicate that they support, reject or wish to suggest an alteration to the amendment. At the meeting the Secretary shall report on any suggested alterations proposed in the returns so that they may be debated. After those present have voted by a show of hands, the Secretary shall report the result of the proxy ballot and the figures shall be added to those cast at the meeting. No members shall vote both in person and in writing.
- At the meeting, when the amendment is discussed, there must be a majority of two thirds of voting members for the amendments to be passed, the two thirds to include proxy votes as well as members present at the meeting. If the majority is not reached, the amendment will fail. The final decision on the amendment shall be communicated to all members as soon as possible after the meeting, and not more than 4 weeks later.
DISSOLUTION OF THE SOCIETY
- A decision to dissolve the Society shall be taken at an Annual General Meeting specially convened for the purpose and composed of at least two thirds of the members of the society. Should this quorum not be reached the Annual General Meeting shall be convened in not less than 3 months and not more than 6 months after the first meeting. This second AGM in extraordinary session may make a valid decision irrespective of the number of members present. However, a two thirds majority of the Annual Members present must ratify the said decision, in agreement with all Trustees of the Society.
- In no case may the Society be dissolved unless a two thirds majority of those present at the AGM agree. In the event of the Society being dissolved under the above provisions or as a result of a legal or judicial process, the committee shall appoint the Trustees who will be charged with the liquidation of the assets of the Society.
- The Executive Committee of the Society shall determine with the Trustees the use of the net assets of the Society.
- The liquidation shall be final only after the approval of the liquidation of accounts by the members of the Society who shall be consulted in writing. The decision must be reached by a two thirds majority.