In these Articles the following words and expressions shall bear the meaning given below, unless the contrary appears from the context:
1.1 SARAA shall mean the South African Rheumatism and Arthritis Association, referred to as SARAA or the Association;
1.2 Constitution shall mean the Constitution of SARAA;
1.3 Executive Committee, referred to as Exco, shall mean the Executive Committee constituted in terms of Clause 6.1;
1.4 Member shall mean a member of SARAA as defined in Clause 5;
1.5 HPCSA shall mean the Health Professions Council of South Africa;
1.6 The rheumatic diseases shall be defined as diseases of connective tissue and the musculoskeletal system and the branch of medicine concerned with these diseases is referred to as rheumatology. These include adult and paediatric rheumatic diseases;
1.7 The Bi-annual General Meeting shall be referred to as the BGM.
2.1 The name of the Association is the ``South African Rheumatism and Arthritis Association`` hereinafter referred to as SARAA.
3. Purpose Describing The Main Business
The main business of SARAA is: 3.1 To promote, maintain and protect the honour and interest of the discipline of rheumatology as a medical specialty for the benefit of all.
4. Main Objectives
The main objectives of SARAA are:
4.1 To advance the science and practice of rheumatology by promoting research, education, awareness and knowledge of the prevention and management of the rheumatic diseases
4.2 To promote the relationship between the Association and other groups or organisations with an interest in the rheumatic diseases.
4.3 To promote the professional and legitimate interests of the Association and its members.
4.4 To promote acceptable standards for training and the professional practice of rheumatology and to advise where necessary, regarding the academic standard of individuals and training units.
4.5 To maintain standards in rheumatology by peer review.
4.6 To promote and uphold the principles of human rights, dignity and ethics in the practice of rheumatology.
4.7 To oppose unfair discrimination in the field of rheumatology.
4.8 To promote access to and provision of health care services and adequate treatment for all affected by the rheumatic diseases, particularly the poor and needy.
4.9 To promote the care of persons physically disabled due to rheumatic diseases.
4.10 To provide support to fellows in rheumatology.
4.11 To encourage research and publication in the field of rheumatology.
Applications for membership shall be subject to the approval of the Executive Committee (hereafter referred to as ``Exco``).
Membership of the SARAA shall consist of the following: 5.1 FULL MEMBERS 5.1.1 Full membership is available only to medical practitioners that are registered with the HPCSA as rheumatologists or paediatric rheumatologists, and resident in South Africa.
5.1.2 Full Members shall be required to pay membership fees and shall have voting powers.
5.1.3 Only Full Members may be elected to be members of the Exco. 5.2 ASSOCIATE MEMBERS 5.2.1 Associate membership is open to any medical practitioner, scientist or supplementary health professional who shares the objectives of the organisation.
5.2.2 Associate Members shall be required to pay membership fees and shall have full voting powers. 5.3 LIFE MEMBERS 5.3.1 Life membership may be granted to a Full Member over the age of 65 (sixty five) years, on application to SARAA.
5.3.2 Life Members shall not be required to pay membership fees, but shall have voting powers. 5.4 HONORARY MEMBERS 5.4.1 Honorary membership of SARAA may be offered by the Exco to any person of distinction, including lay persons who have made an outstanding contribution to the objectives of the Association.
5.4.2 Honorary Members shall not be required to pay membership fees and shall not have voting powers. 5.5 INTERNATIONAL FULL MEMBERS 5.5.1 Rheumatologists who reside outside the Republic of South Africa and are registered with an appropriate professional body as rheumatologists or paediatric rheumatologists may apply for international full membership.
5.5.2 International Full Members shall be required to pay membership fees but shall not have voting powers. 5.6 INTERNATIONAL ASSOCIATE MEMBERS 5.6.1 Medical practitioners, scientists or supplementary health professionals residing outside the Republic of South Africa who share the objectives of the Association may apply for international associate membership.
5.6.2 International Associate Members shall be required to pay membership fees but shall not have voting powers. 5.7 Application for Full, Associate and Life membership shall be submitted to the Honorary Secretary of the Exco and shall be accompanied by: 5.7.1 Personal and professional details.
5.7.2 Membership fees in respect of the year in which the application is made. 5.8 Applications for International Full membership and International Associate membership shall be submitted to the Honorary Secretary of SARAA and shall be accompanied by: 5.8.1 Personal and professional details.
5.8.2 The membership fees in respect of the year in which the application is made. 5.9 Every member of SARAA shall remain a member until his or her membership is terminated by: 5.9.1 Resignation in writing addressed to the Honorary Secretary of SARAA;
5.9.2 By expulsion or suspension: 18.104.22.168 A member shall automatically be suspended if his/her name is struck from the HPCSA or equivalent Health Professions Register;
22.214.171.124 A member may be suspended by a unanimous decision of the Exco for conduct unbecoming to or contrary to the objectives of SARAA. 5.9.3 Failure to pay the prescribed membership fees within 3 months of the due date. 5.10 Reinstatement may be granted on application to and approval by the Exco after the payment of dues.
5.11 The Honorary Secretary shall keep and maintain registers of
all Members of SARAA.
6. The Executive Committee
The general direction and control of the policy and affairs of SARAA shall be vested in Exco.
6.1.1 Exco shall consist of at least 3 members including the President, Honorary Secretary and Honorary Treasurer.
6.1.2 The President shall have the power to appoint up to 5 additional members to Exco.
6.1.3 The President shall appoint Exco within two months of his/her election.
6.1.4 Exco shall control all the affairs of the Association, its funds and its assets.
6.1.5 The term of office of Exco shall be 2 (two) years.
6.1.6 At least 50% of the members of Exco, including the President or his/her appointed deputy, shall constitute a quorum at any meeting of the Exco, without which a meeting shall be adjourned by the members present.
6.1.7 Voting on Exco shall be by ordinary majority.
6.1.8 Meetings of Exco shall be called at the discretion of the President. A minimum of 4 (four) meetings shall be held per annum.
6.1.9 In the event that an office bearer of Exco is unable to complete their term of office, Exco shall be empowered to appoint a successor to hold office until the next General Meeting.
6.2 THE PRESIDENT 6.2.1 The President shall be a Full Member of SARAA, registered by the HPCSA as an adult or paediatric rheumatologist, and shall reside in the Republic of South Africa.
6.2.2 Election of the President shall take place during the BGM, in accordance with the process referred to in paragraph 7 below.
6.2.3 The term of office of the President shall be 2 (two) years.
6.2.4 In the event that no valid nomination for the office of President is received prior to the BGM, the current President shall call for nominations at the BGM. Should there still be no nomination, he/she shall continue in office until a new President is nominated.
6.2.5 The President shall preside as Chairperson at meetings of Exco, and General Meetings of members of the Association. The President shall have a casting vote at meetings of SARAA, and shall in general carry out those tasks entrusted to him/her by the Exco or a meeting of members.
6.2.6 Should the President be unable to preside at such meetings, he/she shall appoint a deputy.
6.2.7 Should the President be unable to fulfil his or her duties, due to being absent, indisposed, or for any other reason, Exco may decide to ask the President to relinquish his/her presidency. Exco shall first inform the President of its intention to make such a decision, and invite the President to make representations on the issue. Thereafter, if such a decision (which if opposed is in effect a motion of no-confidence in the President) is carried at a properly constituted meeting, the Exco shall be required to appoint, from within its ranks or otherwise, a replacement President, who shall hold office until the next BGM.
6.2.8 After holding office for two years the President will continue ``ex officio`` on the Exco as the immediate past President for two years. He/she shall not have a formal vote at Exco meetings. 6.3 THE HONORARY TREASURER:
The Honorary Treasurer, a member of the Exco, shall have the following duties and powers. He or she shall: 6.3.1 Arrange for the collection of annual membership fees.
6.3.2 See to the settlement of accounts of the Association.
6.3.3 Keep accurate books.
6.3.4 Arrange electronic transfers of money and other payments up to a limit that will be reviewed by Exco from time to time. Exco shall institute policies from time to time regarding authorisation of payments.
6.3.5 Draw up the financial statements and arrange for the auditing thereof by a duly qualified accounting officer, and submit it to the members for approval on an annual basis. The Association's financial year shall be from 1 March till 28 February and the annual financial statements shall be finalised not later than 6 months after the end of the financial year. 6.4 THE HONORARY SECRETARY
The Honorary Secretary, a member of the Exco, shall, with the assistance of the Secretariat, have the following duties and powers. He or she shall: 6.4.1 Send out agendas and keep minutes of General Meetings of members.
6.4.2 Keep a proper register of all members of the Association.
6.4.3 Carry out those tasks entrusted to him/her by the President or Exco.
6.4.4 The address for the Honorary Secretary shall be that of the Secretariat as laid out in section 11 below. 6.5 SUBCOMMITTEES 6.5.1 Exco shall have the power to establish Subcommittees or Standing Committees as needed. These shall be formed for the purpose of furthering specific objectives of the Association.
6.5.2 They shall consist of a Chairperson and at least 3 other members.
6.5.3 The Chairpersons of these committees shall be elected at a General Meeting or co-opted by Exco until ratified at the next General Meeting.
6.5.4 A Standing Committee on Education and Training, if formed, shall comprise of the Academic Heads of the Rheumatology Training Units throughout the country. This committee shall make recommendations on matters pertaining to curriculae, examinations and accreditation of undergraduate and postgraduate training in Rheumatology.
7.1 MEETINGS OF SARAA
7.1.1 General Meetings for the members of the Association shall be held bi -annually.
7.1.2 Exco shall meet at least 4 (four) times a year.
7.1.3 A Special General Meeting may be called by Exco or the President following the procedure set out in clause 8.5 below 7.2 MINUTES OF MEETINGS 7.2.1 MINUTES OF GENERAL AND EXCO MEETINGS 126.96.36.199 The Honorary Secretary shall keep records of the proceedings of all meetings.
188.8.131.52 The minutes shall be submitted to the next succeeding meeting for approval and be signed by the Chairman.
184.108.40.206 Copies of the minutes of General Meetings, meetings of Exco shall be circulated to Exco for information and action if necessary. 7.2.2 MINUTES OF SUBCOMMITTEE MEETINGS 220.127.116.11 The Chairperson/s of the subcommittees or standing committees shall keep records of the proceedings of all meetings.
18.104.22.168 The minutes shall be submitted to the succeeding meeting for approval and be signed by the Chairperson/s.
22.214.171.124 A copy of the minutes of such meetings shall be submitted to Exco within 30 days of the date of the meeting for information and action if necessary.
8. General Meetings
8.1 SARAA will have a General Meeting bi-annually, which will be held, as far as is practical, during the National Congress of the Association.
8.2 The President shall be the Chairman of all General Meetings.
8.3 In the absence of the President, he/she shall appoint a deputy to act as Chairman.
8.4 A Special General Meeting shall be called by Exco or the President, or at the written request of at least 10 per cent (10) of the Full Members of good standing.
8.5 A General Meeting and a meeting convened for the passing of a special resolution must be convened by at least twenty-one (21) intervening days' written notice, and any other General Meeting must be convened by written notice of at least fourteen (14) intervening days, which notice must comply with the requirements of the Act. The day upon which the notice is served or is deemed to be served and the day for which it is given, shall be excluded from the calculation of the period of the notice, and the notice shall mention the place, the day and the time of the meeting and must further be given in the manner mentioned hereunder or in such other manner as may be prescribed by SARAA at a General Meeting.
8.6 The notice referred to must contain an agenda with sufficient particulars of the matters to be placed before the meeting so as to enable members to judge whether or not they wish to attend the meeting, and shall be forwarded to members. Despite the fact that any General Meeting is convened by shorter notice than that prescribed in this Article, it shall be deemed to have been properly convened if agreed to by a majority of ninety-five per cent (95%) of the members who are entitled to attend the meeting and vote at it.
8.7 Only Full Members, Associate Members and Life Members have voting powers at a General Meeting.
8.8 A quorum at the General Meeting is 20% of the current total membership. If a quorum is not present, the Chairman shall give notice of a meeting not less than 14 days thereafter.
8.9 The business of a General Meeting shall be set forth in a notice convening the meeting subject to the following conditions: 8.9.1 No business, other than that for which the original meeting was called shall be discussed without written notice thereof having been given to the Honorary Secretary at least 7 (seven) days prior to the meeting. Any other matter for discussion shall only be considered if sanctioned by two thirds of the members present at the meeting.
8.9.2 The President may table any matter of urgency.
8.9.3 The majority of members present and eligible to vote shall decide all matters coming before any General Meeting. The Chairman may exercise a deliberative vote and shall give a casting vote in all equality of voting.
8.9.4 The President shall submit to the BGM a report setting out the activities of the Executive Committee, and the Association since the last bi-annual meeting.
9.1 A Full Member, an Associate Member and a Life Member shall be entitled to appoint a proxy to be present, to debate, and to vote at a General Meeting on his/her behalf. Such an appointment shall only be valid if it complies with the following:
9.1.1 Each member may appoint a proxy and then only for a specific meeting.
9.1.2 The proxy shall be one of the voting members of SARAA.
9.1.3 Such appointment must be in writing under the hand of the grantor of the proxy (and not someone who acts as his/her agent) and shall refer to a specific BGM or Extraordinary General Meeting only. If the specific General Meeting to which the proxy relates is not identified by reference to the date thereof, the proxy shall be invalid.
9.1.4 If the proxy refers to more than one General Meeting which is thus identified, it shall be valid only for the first of such meetings, including any adjournment thereof.
9.1.5 The Honorary Secretary must receive an original signed proxy form, or a copy thereof certified by a notary, at least 48 (forty-eight) hours before the appointed time of the meeting to which the proxy relates. Any form which is not received in time as aforementioned shall not be valid. This also applies to an adjournment of the meeting concerned, even if such an adjourned meeting is resumed more that forty-eight (48) hours after the documents have been received by the Honorary Secretary.
9.1.6 In calculating the 48 (forty-eight) hour period referred to in clause 9.1.6 above, Saturdays, Sundays and public holidays shall not be taken into account
9.1.7 Any appointment expires upon the termination of the General Meeting to which it relates.
9.1.8 No person shall hold more than 2 (two) proxy nominations, appointing him/her. 9.2 On any vote at the meeting to which his/her appointment relates (whether such voting takes place by a show of hands or by ballot), a proxy shall, in addition to his/her own vote, have one vote for each of the voting members whom he/she represents.
9.3 In the absence of any instruction (which must be expressly stated in the document to which reference is made), a proxy may vote as he/she deems fit.
9.4 Any reasonable instructions may be given verbally or in writing to a proxy with regard to the deliberation on any resolution which shall be put up for consideration, but his/her failure to follow such instructions: 9.4.1 Does not affect the exercise of the vote to which he/she is authorized.
9.4.2 Does not affect the validity of any resolution taken at such a meeting.
10. Election of SARAA President
10.1 The President shall be elected at the BGM every second year.
10.2 ELECTION PROCESS FOR PRESIDENT OF SARAA:
10.2.1 Two months before a BGM at which there will be a change of President, the Exco shall instruct the Honorary Secretary to call for nominations for the position.
10.2.2 A call for nominations will be circulated to all SARAA members.
10.2.3 Nominations are to be signed by the nominee and two SARAA members who are in good standing.
10.2.4 Nominations are to be received by the Honorary Secretary within 4 (four) weeks of the mailing of the notice of the call for nominations. This period constitutes a deadline.
10.2.5 A date and time for the closing of nominations shall be stated. 10.2.6 Votes for the President may be cast personally or by a voting member. No voting member shall hold more than 2 (two) proxies.
10.2.7 Voting at General Meetings shall be by means of a secret ballot.
10.2.8 The outcome of a vote will be decided by the number of votes for candidates.
11. The Secretariat
11.1 The Association shall have a permanent address in South Africa, which may change from time to time as determined by the President. From this address all functions of the Exco shall be carried out.
11.2 The Secretariat shall consist of the Honorary Secretary and any other secretarial assistance that Exco may deem necessary.
12. Membership Fees
12.1 An annual membership fee, determined by Exco, shall be payable by all members of SARAA (other than Life Members) to provide funds for the achievement of the aims and objectives of SARAA.
12.2 The members will be billed for the membership fees and these are payable no later than the 30th April each year. Fees will be collected on behalf of SARAA by the Honorary Treasurer,
13.1 FINANCIAL YEAR
The financial year of SARAA shall commence on 1 March and end on the last day of February of each and every year, unless otherwise decided at a General Meeting,
13.2 BOOKS OF ACCOUNT AND RECORDS 13.2.1 The Exco shall ensure that the Honorary Treasurer keeps and maintains proper and adequate books of account and records, so as to fairly explain the transactions and financial position of SARAA, including: 126.96.36.199 A budget for the affairs of SARAA.
188.8.131.52 A record of assets and liabilities of SARAA.
184.108.40.206 A record of all sums of money received and expended by SARAA and the matters in respect of which such receipts and expenditure occurred.
220.127.116.11 The payment of membership fees by members of SARAA. 13.3 AUDIT
An auditor shall be appointed at the BGM for the purpose of auditing the financial statements of SARAA.
13.4 FINANCIAL REPORTS 13.4.1 The auditor shall submit his/her audit reports on the finances of SARAA and a copy of the audited financial statements annually within six months from the end of the financial year.
13.4.2 The Honorary Treasurer shall submit to the Exco quarterly reports on the financial position of SARAA.
13.4.3 Accounting records shall be kept at the secretariat or at another place/s which Exco deems fit. These shall always be available for inspection by Exco 13.4.4 Exco shall from time to time determine whether, to what extent, at which times and places, and under which conditions the accounting records of SARAA, or any portion thereof, shall be available for inspection by the members of SARAA who are not members of Exco. 13.5 COMPLIANCE WITH FINANCIAL PROVISIONS 13.5.1 Subcommittees and/or any group affiliated with SARAA shall comply with the financial provisions of SARAA laid down in this clause.
13.5.2 The funds of SARAA may not be distributed to any person, except in the course of carrying on SARAA's activities as listed above.
13.5.3 SARAA will not accept any donation which may be revoked by the donor for reasons other than a material failure to confirm to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A of the Income Tax Act.
13.5.4 SARAA shall not be a party to any transaction, operation or scheme whose sole purpose is to reduce, postpone, or avoid liability for taxation.
13.5.5 SARAA shall not pay employees excessive remuneration, and will comply with the reporting arrangements determined by the Commissioner.
13.5.6 SARAA will take reasonable steps to ensure that funds are utilised for the purpose for which provided, and will not utilise any funds to support, advance or oppose any political party.
13.5.7 SARAA will comply with all and any conditions prescribed by the Minister of Finance by way of regulation or otherwise.
14. Dissolution of SARAA
14.1 SARAA may be dissolved by way of a two-thirds majority vote taken at a special General Meeting or the BGM.
14.2 Any disposal of assets shall be in the best interest of the members of SARAA.
14.3 Should there be a free residue of the assets of SARAA upon its winding-up, dissolution, de-registration, or liquidation, this shall be transferred to an institution or body, similar in its aims to those of SARAA, nominated by majority vote of the remaining members of the Association.