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SAOA Constitution

THE CONSTITUTION AND RULES OF THE SOUTH AFRICAN ORTHOPAEDIC ASSOCIATION 2014

1. NAME

The Association is a Specialist Group within the South African Medical Association (SAMA), an Association incorporated under Section 21 of the Companies Act, 1973, Registration No. 05/00136/08, and its name shall be the “South African Orthopaedic Association.”

  1. The Association shall render its services and collect contributions within the Republic of South Africa.

2. OBJECTS

The objects of the Association shall be:

  1. The advancement of the science and art of Orthopaedic Surgery.
  2. The protection of the interests of its members.

3. MEMBERSHIP

  1. Full Membership
    Membership may be granted to any person who is a medical practitioner, is registered within the Republic of South Africa as a specialist in the field of orthopaedic surgery, and who is a member of the South African Medical Association provided that his/her professional practice is confined to the practice of the specialty of orthopaedic surgery. Membership is conferred by a two thirds majority of the Executive Committee.
  2. Affiliate Membership
    Affiliate membership may be granted to Medical Practitioners resident outside the Republic of South Africa who qualifies for Affiliate Membership of the South African Medical Association, provided that the nature of their practice is such as to give them a special interest in the subject of Orthopaedic surgery. The method of election of Affiliate membership shall be the same as that prescribed for granting full membership in sub-section 3(a) above. An Affiliate member shall have full rights of membership, but shall not be eligible to vote at meetings of the Association.
  3. Associate Membership
    Associate membership may be granted to medical practitioners who are not orthopaedic surgeons, provided they are members of the South African Medical Association and provided the nature of their practice is such as to give them a special interest in the subject of orthopaedic surgery. The mode of election of associate members shall be the same as that prescribed for full members in sub-section 3(a). An Associate member shall have full rights of membership but shall not be eligible to vote at meetings of the association. Associate members who qualify as orthopaedic surgeons shall automatically become full members of the association from the date of registration as a specialist with the Health Professions Council of South Africa. It is incumbent on associate members to inform the secretary of the Association of their registration as an orthopaedic surgeon in writing as soon as possible.
  4. Honorary Membership
    Honorary membership may be conferred on persons eminent in Science of the Humanities, provided, in the opinion of the Executive Committee, they have made valuable contributions to the advancement of Medical Science.
    Candidates for Honorary membership, having been duly proposed and seconded in writing by any two (2) members of the Association, may be elected by a two-thirds majority of the Executive Committee voting at a meeting of the Executive Committee, or a two -thirds majority of those members voting at the Annual General Meeting.
    Honorary members shall have such privileges as may be conferred on them by the Executive Committee, but shall not be eligible to vote at meetings of the association.
    The current Presidents of the Australian Orthopaedic Association, the British Orthopaedic Association, the Canadian Orthopaedic Association, the New Zealand Orthopaedic Association, and the American Orthopaedic Association, the American Academy of Orthopaedic Surgeons and the Association of Bone and Joint Surgeons shall be regarded as being Honorary Members. The same consideration may be given to the Presidents of such similar organizations as may be proposed from time to time.
  5. Life Membership
    Life membership may be conferred on persons who have rendered distinguished services to the Association, and who are Members of the Association.
    Candidates for Life Membership, having been proposed and seconded in writing by at least two (2) members of the Association, shall be elected by a two-thirds majority of all members of the Executive Committee. Life members shall retain all the rights and privileges of membership, but shall not be liable for payment of any subscriptions whatsoever.
  6. Emeritus Membership
    Emeritus membership may be conferred on full and affiliate members who are considered by the Executive Committee to have retired from active practice or have attained the age of sixty-seven (67) whether or not they continue to hold salaried posts or are engaged in private practice. Members from other categories of membership may receive similar consideration at the discretion of the Committee. Candidates for emeritus membership shall be elected by at least a two-thirds majority of the Executive Committee.
    Emeritus Members shall retain all the rights and privileges of membership, but shall not be liable for payment of any subscriptions whatsoever.
  7. Extraordinary Membership
    Extraordinary membership may be granted to scientists whom are not medical practitioners provided their work gives them a special interest in the subject of orthopaedic surgery.
    The mode of election of extraordinary members shall be the same as that prescribed for ordinary members in sub-section 3(a) above.
    Candidates for extraordinary membership, having been proposed and seconded in writing by at least two (2) members of the association, shall be elected by at least a two-thirds majority of the Executive Committee.
    Extraordinary emeritus membership of the association may be considered from time to time at the discretion of the Executive Committee provided that this is decided by at least a two third majority of those members voting at a meeting of the Association.
    Extraordinary members shall retain all the rights and privileges of membership of the association but shall not be eligible to vote at meetings.
  8. Special membership
    Special membership will be conferred on members serving as members of the Executive Committee and the Congress Committee. Special members shall not be liable for the payment of registration fees for the Annual Congress. Special membership status will be terminated at the completion of the member’s term of office.

4. GRANTS AND AWARDS

To qualify for a prize, award, fellowship or travel grant from the South African Orthopaedic Association, the applicant must have been a member of any category of the South African Orthopaedic Association for at least one calendar year, (three hundred and sixty five days) directly preceding the application. If not the applicant would not qualify.

An extraordinary grant may be given to an applicant, but must be decided by the Executive Committee of the South African Orthopaedic Association with a two-third majority.

5. TERMINATION OF MEMBERSHIP

Every member shall remain a member of the association until they terminate their membership by either:

  1. His/her resignation in writing, addressed to the Secretary;
  2. A majority decision of the Executive Committee, provided that any member, whose resignation is requested by the Executive Committee, shall have the right, after making written application to the Secretary within fourteen (14) days of receiving such request, to appeal to the next meeting of the members of the Association.

6. SUSPENSION OF MEMBERSHIP

Any member may have his membership suspended if his subscription becomes six (6) months overdue, but may be reinstated on payment of arrear subscriptions. Such suspension and/or reinstatement shall be at the discretion of the Committee. During the period of suspension, however, the member shall lose all the rights and privileges of membership of the Association.

7A. SUBSCRIPTIONS

The money value of the annual subscriptions shall be proposed by the Honorary Treasurer at least four (4) weeks prior to the AGM and put to the vote at the Executive Committee. It shall also be acceptable for the amount of such subscriptions to be changed by at least a two-thirds majority vote at any meeting of the Executive Committee.

The first subscription of a member shall be due on election and subsequent subscriptions shall become due on the 1st January of each year. Interest can be charged to a maximum of 4% above prime interest rate and may be levied on all payments received after 31st March. A discount for early payment of subscriptions may be offerred at the discretion of the executive committee.

The association may impose a special levy on its members to provide funds, the amount of which shall be determined by at least a two-thirds majority vote taken at a meeting of the Executive Committee.

7B. FUNDRAISING

The Association shall be competent to engage in fundraising provided that:

  1. Authority in terms of the Fundraising Act, 1978, has been granted by the Director: Fundraising;
  2. Exemption from the payment of income tax has been granted by the Commissioner : SA Revenue Service in terms of the Income Tax Act, 1962;
  3. The following stipulations applicable to tax-exempted bodies are strictly observed:
    1. No profits or gains shall be paid to any person;
    2. All funds shall be utilized exclusively for the advancement of the aims and objectives for which the Association was established, and for investment;
    3. The activities of the Association shall be confined to the advancement of its aims and objectives;
    4. The Association shall not engage in any business activities or any other activities directed at the generation of profit, or participate in any business, professional, or occupational activities conducted or pursued by any of its members, or provide any of its members with any financial assistance, premises, continuing services of facilities required by such member for the conduct or pursuance of his business, profession, or occupation;
    5. Funds available for investment shall be invested exclusively with registered financial institutions as defined in Article 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in shares listed on a licensed stock exchange as defined in the Stock Exchange Control Act, 1985;
    6. The stipulations embodied in Clause 16 of the Constitution of the Association shall be strictly observed upon the dissolution of the Association.
  4. All decisions of the Executive Committee concerning disbursements and investments shall be immediately and properly minuted in full detail;
  5. Dedicated books of account shall be maintained in accordance with accepted accounting procedures;
  6. All books of account and annual financial statements shall be inspected and certified by a chartered accountant annually;
  7. Clause 15 of the Constitution of the Association shall be strictly observed: and
  8. No member of the Committee shall have a direct or indirect interest in or benefit from any contracts which the Committee may conclude with any company.
    Should the services of a fund-raiser be made use of for the collection of contributions, the expenses (remuneration and/or commission included) may not exceed 40% of the total turnover of the collection. Paid officials of the Association may serve on a fundraising committee in an advisory capacity but will have no voting rights.
    No competition, contest, game, scheme, arrangement or system in connection with which any prize may be won, shall be conducted or caused to be conducted by the Association unless an authority in terms of any other Act has been obtained beforehand.
    All property shall be registered in the name of the South African Orthopaedic Association.
    The financial year of the Association will end on 31 May of each year. (If this financial year schedule does not suit the Association, a motivation to this effect must be submitted).
    At all meetings of the Executive Committee a quorum shall consist of half of the members of the committee plus one of the members.
    The income and property of the Association shall be used for the promotion of the objects of the Association. No portion thereof shall be paid or transferred to past or present members of the Association, provided that nothing shall prevent the payment of remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association.

8. ANNUAL GENERAL MEETING

  1. The annual general meeting of the association shall be held at such time (being not less than nine (9) months and not more than fifteen (15) months, after the holding of the preceding meeting) and place as may be fixed by the Executive Committee.
  2. The President of the association shall preside as chairman at the opening of every meeting of the association. In the absence of the president, a chairman shall be appointed by the members of the association present at the meeting.
  3. No business shall be transacted at any meeting of the association unless there be present a quorum of not less than 10% of the voting members. If within one (1) hour from the time appointed for the meeting, such quorum be not present, the Meeting shall stand adjourned to the following day at the same time and place, and if at such adjourned meeting a quorum be not present, those present shall be deemed to be a quorum.
  4. Voting at meetings shall follow the form prescribed in the By-Laws of the South African Medical Association.

9. SPECIAL GENERAL MEETINGS

  1. Meetings of the Association may be held from time to time and shall be called by the Executive Committee either on its own initiate or on the written request of at least six (6) members of the Association.
  2. At least fourteen (14) days written notice of the holding of a meeting shall be given to all members of the Association and such notice shall specify the object for which the Meeting is being called.
  3. No business shall be transacted at any Meeting unless there be present a quorum of not less than twelve (12) members. If, within one (1) hour from the time appointed for the meeting, such quorum be not present the meeting shall be dissolved.
  4. Voting at meetings shall follow the form prescribed in the By-Laws of the South African Medical Association.

10. COMPOSITION, METHOD OF ELECTION AND TERM OF OFFICE OF THE EXECUTIVE COMMITTEE

  1. The committee shall consist of the President, the immediate Past-President, the First and Second Vice President and nine (9) elected members.
  2. The President shall hold office for one (1) year. Any president elected from 2009, who serves a one year term as president, may be re-elected for another one year term but no member may be president for a term exceeding two years. Should the office of the President fall vacant for any reason during his term of office it shall be filled in the following manner:
    1. By the immediate Past-President if it occurs during the first six months of office, until such time as a by election can be conducted in such a manner as may be directed by the Executive Committee.
    2. By the first Vice President if the vacancy occurs during the second six months of office.
  3. The immediate Past-President shall serve on the Committee for one (1) year after his term of office. Should a vacancy arise in the office of the Past-President a member elected by the Executive Committee may fill this post.
  4. The President-Elect shall be elected by annual ballot. Nominees for the office of President-Elect shall be drawn from members who have served on the Executive Committee for at least two (2) years. If no candidate fulfills this requirement then any other member may be nominated. The President-Elect shall serve on the Executive Committee for two (2) more years before assuming the office of President. The President-Elect shall be known in the first of these two years as the Second Vice-President and as the First Vice-President in the second year.
  5. Each of the six (6) Branches of the Association shall be represented on the Executive Committee by one (1) member. The remaining three (3) elected members shall be elected by national ballot.
  6. Of the nine (9) elected members, three (3) shall retire annually in rotation but shall be eligible for re-election.
  7. A vacancy occurring among the nine elected members by virtue of election to the office of president or vice-president or for any other reason shall be filled:
    1. If it is in respect of a member representing a branch, by the branch nominating a successor;
    2. If it is in respect of a balloted member this post will be filled by election of a successor by the Executive Committee or by a special election conducted amongst members of the Association in such a manner as may be directed by the Executive Committee.
  8. The President of the SAOA or one of the Vice Presidents shall be the electoral officer and shall advise branches of vacancies on the Executive Committee. The names of the representatives elected by the branches are to be presented to the Electoral Officer six (6) weeks before the next Meeting of the Executive Committee. Thereafter the CEO of the association shall notify all members of the already elected list and indicate the number of residual vacancies. The CEO of the association will call for nominations duly proposed, seconded and accepted by candidates, and these are to be presented to the Electoral Officer six (6) weeks before the meeting of the Executive Committee. Votes shall be called for four (4) weeks before the meeting of the Executive Committee. All voting at a national level shall be by electronic secret ballot.
  9. At its first meeting after election the Executive Committee shall elect the President of the SAOA as the Chairman of the Executive Committee. The President shall assign offices and duties within the Executive Committee as he sees fit.
  10. The following are recognized Branches of the Association:
    1. Gauteng North & Limpopo
    2. Gauteng South & Mpumalanga
    3. Free State, North West & Northern Cape
    4. Kwa-Zulu Natal
    5. Eastern Cape
    6. Western Cape
  11. As and when further Branches are authorized in terms of Clause 10B (a) the Executive Committee, membership shall be accordingly adjusted.
  12. Voting of elected members to the executive committee shall be by secret ballot. The candidate with the most votes shall be the winner. In case of a deadlock, the President will have the casting vote.

11. ORGANISATION AND CONTROL

A. National Control:

  1. The policy of the Association shall be determined by its members.
  2. Any amendment to the policy shall require a two-thirds majority of those members voting at a meeting of the Association.
  3. The general control of the affairs of the Association (within the policy as determined by its members) shall be vested in the Executive Committee.
  4. In exercising control over the affairs of the Association, the Executive Committee shall at all times abide by the “Rules for Specialist Groups within the South African Medical Association “as prescribed by the National Council of the Medical Association.
  5. Any member of the Executive Committee who, for good reasons, finds himself unable to attend any meeting of the Committee shall have the right to nominate an alternate to represent him at such meeting.
  6. In addition to any powers specified elsewhere in the Constitution, the Executive Committee shall also have the power –
    1. To co-opt additional members as required;
    2. To appoint and dissolve sub-committees as required.

B. Local Control:

  1. It shall be competent for the Executive Committee to authorize the formation of Branches of the Association.
  2. Each Branch shall have a minimum membership of twenty (20).
  3. Each Branch may, at the discretion of the Committee, be allowed powers of independent action in local matters provided such action is not in conflict with and is governed by the Rules of the Association.
  4. Each Branch shall submit a report on local action to the Secretary of the Association at least four (4) weeks before the Meeting of the South African Orthopaedic Association.
  5. Each Branch shall be controlled by an Executive Committee consisting of a Chairman, a Secretary/Treasurer and other members elected by the members of that Branch.

C. Special Interest Groups:

  1. It shall be competent for the Committee to authorize the formation of Special Interest Groups within the Association.
  2. Each Special Interest Group shall remain under the auspices and within the jurisdiction of the Association.
  3. Each Special Interest Group may hold at least one meeting per year at the time of the Annual Congress of the Association. Additional meetings can be held throughout the year but should not clash with other meetings or courses organized by the Association.
  4. A Special Interest Group may be authorized by the Committee only after the Committee has approved the constitution.
  5. A Special Interest Group shall not be entitled to individual representation on the Committee.
  6. Each Special Interest Group shall submit a financial statement and a report of its activities to the Secretary of the Association before the annual general meeting of the Association.

12. DUTIES OF THE SECRETARIAT

The Secretariat of the Association shall keep records of all meetings of the Association and of its Committee and shall conduct all correspondence in connection with the affairs of the Association. He/she shall also submit an Annual Report to the Meeting of the Association and shall forward a copy of this report, a complete list of all members of the Association and a copy of the Annual Financial Statement, prepared by the Treasurer, to the Secretary of the Medical Association not more than thirty (30) days after each Meeting.

13. DUTIES OF THE TREASURER

The Honorary Treasurer shall receive all monies due to the Association and shall make all disbursements authorized by the Executive Committee. He shall also submit an Annual Financial Statement of the Meeting of the Association.

14. DUTIES OF THE MEMBERSHIP SECRETARY

The Membership Secretary shall keep records of all categories of membership of the Association. He/she shall be responsible for compiling an annual list of members and for keeping its information up to date. He shall submit the list of members to the Meeting of the Association. In all matters pertaining to membership, he shall maintain close liaison with the Secretary and Treasurer of the association.

15. AMENDMENTS TO THE CONSTITUTION

Any proposed amendments to this Constitution shall –

  1. Be effected only if passed by two-thirds of those voting at a General Meeting of the Association; and
  2. Comply with the rules and regulations:
    1. The SAMA National Council;
    2. The Commissioner: SA Revenue Service;
    3. The Director: Fundraising; and
    4. The Companies Act
  3. Proposed changes to the Constitution shall be communicated to the Members of the Association at least three weeks prior to the Annual General Meeting.

16. DISSOLUTION

Upon the winding-up, deregistration, dissolution, or liquidation of the Association, if there remains, after settlement of its debts and liabilities, any property whatsoever, such property shall not be paid to or distributed among the members of the Association, but shall be given or transferred to another institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members. The members attending the final General Meeting of the Association or the Executive Committee shall designate such institution or institutions.

17. COPYRIGHT OF MATERIAL PRESENTED AT MEETINGS

Any written article, abstract or oral presentation, submitted to the association for any purpose remains the property of the association and may be distributed to members of the association. The distribution of such material shall not be done in any way that could be construed as plagiarism or not acknowledge the original author of the work.

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The updates were tabled and accepted at the Annual General Meeting held on 3 September 2014 in Cape Town.

SIGNED AND APPROVED BY: Dr JN de Vos - SAOA President

DATE: 16 September 2014