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Constitution

The Constitution of the Society of South African Shoulder and Elbow Surgeons
1. NAME
The name of the Society is the “Society of South African Shoulder and Elbow Surgeons”.

2. OBJECTS
The objects of the society are:
2.1.1 the advancement of the standards of shoulder and elbow surgery in South Africa by contact and discussion amongst the members of the Society;
2.1.2 to aid and stimulate interest in the problems encountered with regard to the shoulder and elbow in medical practice; and
2.1.3 to form educational links with international bodies with similar interests.

3. MEMBERSHIP
There shall be the following classes of members of the Society:
3.1 Active Members
  Active Membership shall be limited to persons who:
  3.1.1 hold a recognised higher surgical degree or qualification
  3.1.2 are members of the South African Orthopaedic Association
  3.1.3 have recognised training in the principles of practice of shoulder and elbow surgery or who have a comparable standard by virtue of extensive experience and who, through their work or research, have contributed to shoulder and elbow surgery in South Africa.

3.2 Affiliate Members
Affiliate members of the Society may be granted to orthopaedic surgeons who are residents outside the Republic of South Africa, provided that their practice is of such a nature that it gives them a special interest in the subject of shoulder and elbow surgery.
   
3.3 Honorary Members
Honorary Membership of the Society may be conferred on persons of distinction who are eminent in Science of the Humanities, provided that they have made valuable contributions to the advancement of Medical Science.
   
3.4 Life Members
Life Membership of the Society may be conferred on Active Members who have rendered long and distinguished service to the Society.

4. ELECTION OF MEMBERS
4.1 Any person who wishes to become a member of the Society shall apply to the Executive Committee for election and shall furnish to the Committee all such information as the Executive Committee shall from time to time require, in particular full details of the qualifications making such person eligible for election as a member.
   
4.2 Active and Affiliate Members shall be elected by the Executive Committee and this Executive Committee shall have the right, in it s sole discretion, to approve, approve with conditions or reject any application.
   
4.3 Honorary Members and Life Members shall be nominated by the Executive Committee and such candidates shall be elected by a majority of those members of the Society present at a general meeting.


5. VOTING RIGHTS OF MEMBERS
5.1 Active and Life Members shall have full membership and each such membership, and shall have one vote.
5.2 Honorary and Affiliate Members shall have full rights of membership, and shall not have a vote.


6. ENTRANCE FEES AND SUBSCRIPTIONS
6.1 Active and Affiliate Members shall pay to the Society an entrance fee and first annual subscription immediately upon receipt of notification of election as a member.
6.2 Thereafter, Active and Affiliate Members shall pay to the Society an annual subscription for every year during which they remain an Active or Affiliate Member of the Society, which subscription shall be payable by the first day of January in each year.
6.3 The entrance fees and annual subscriptions for Affiliate Members shall be 66% of the entrance fees and annual subscriptions for Active Members.
6.4 Any Member who joins during the year will only be liable to pay a pro rata portion of the annual subscription for that year.
6.5 Honorary and Life Members will not be liable for the payment of entrance fees and/or annual subscription.
6.6 The Executive Committee shall from time to time determine the entrance fees and subscription payable by members, provided that such fees and/or subscription may be alerted, varied or revoked by the members in general meeting.


7. TERMINATION OR SUSPENSION OF MEMBERSHIP
7.1 The membership of any member of the Society shall be terminated in any of the following events:
7.1.1 upon receipt by the Executive Committee of a member’s resignation in writing, in which event such member shall not be entitled to a refund of any fees or subscription paid for any period after the date of resignation;
7.1.2 if, in the opinion of the Executive Committee, the member ceases to hold any of the qualifications rendering him/her eligible for membership of the Society ;
7.1.3 if a member fails to attend two consecutive meetings of the Society without an explanation acceptable to the Executive Committee;
7.1.4 if a member fails to contribute to at least one in every three scientific programmes conducted by the Society;
7.2 The membership of any member of the Society shall be suspended if a member fails to pay entrance fees or annual subscriptions for a period 3 (three) months after such fees or subscriptions have become due shall remain suspended until all entrance fees or annual subscriptions due and payable by the member to the Society have been paid in full.
7.3 Any member shall be entitled to appeal to a general meeting of members against the termination of his/her membership of the Society. Such an appeal shall be made within 12 months of such termination.


8. EXECUTIVE COMMITTEE AND OFFICERS
8.1 The Executive Committee shall consist of the President, the immediate past President and the Secretary/Treasurer.
8.2 At each Annual General Meeting of the Society, the members will elect a President and a Secretary/Treasurer, who will take office on 1 January of the following year and who will not hold office for a period of more than 3 years
8.3 The immediate past President will automatically become a member of the Executive Committee until replaced by the incoming President at the next Annual General Meeting of the Society.
8.4 The quorum for a meeting the Executive Committee shall be at least 2 (two) of the members thereof.
8.5 The President shall preside at all meetings at which he/she is present. In the absence of the President, the past President shall preside.
8.6 In the event of a vacancy occurring amongst the members of the Executive Committee during their term of office, the remaining members of the Executive Committee shall have the powers to co-opt a substitute member.
8.7 The Offices of Secretary and Treasurer may be held by the same person.


9. DUTIES OF THE SECRETARY/TREASURER
The Secretary/Treasurer of the Society shall:
9.1 give notice of and keep records of all meetings the Society and the Executive Committee;
9.2 keep a register of the members of the Society;
9.3 conduct all correspondence in connection with affairs of the Society;
9.4 collect all monies due to the Society and make all disbursements authorised by the Executive Committee;
9.5 keep proper books of accounts and records in relation to the Society’s affairs;
9.6 present at the Annual General Meeting of the Society an annual financial statement settling out the receipt and expenditure of all funds of the Society.


10. POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
The Executive Committee shall manage the affairs if the Society, and for these purposes, shall have all the powers necessary to enable it to do so, subject to the limitation placed on such powers by the context of this Constitution or by any resolution of a general meeting of members of the Society.

11. MEETINGS OF THE EXECUTIVE COMMITTEE
11.1 The Executive Committee shall meet at such times as may be necessary for the transaction of its business
11.2 At least 3 days’ written or oral notice shall be given of all meetings of the Executive Committee, unless all the members of the Executive Committee agree to accept shorter notice.
11.3 Any resolution of the Committee shall be carried on a simple majority of all votes cast.


12. MEETINGS OF MEMBERS
12.1 An Annual General Meeting will be held at such time (being not less than 9 months and not more than 15 months after the preceding Annual General Meeting) and place as may be determined by the Executive Committee. The Executive Committee will attempt to arrange the Annual General Meeting of the Society so that it coincides with the Annual General Meeting of the South African Orthopaedic Association.
12.2 A general meeting of the society may be called by the Executive Committee at any time.
12.3 Each general meeting will comprise a business meeting and a scientific meeting.
12.4 At least 4 weeks’ written notice of an Annual General Meeting and of all general meetings shall be given to all members of the Society, and in the case of a general meeting such notice shall specify the object for which the meeting is called
12.5 The Executive Committee shall be entitled to call a special meeting of the members for the consideration of any urgent matters. At least 14 days’ written notice of such a special meeting shall be given to all members of the Society and such notice shall specify the object for which the special meeting is called.
12.6 No business shall be transacted at any meeting unless there is present a quorum of not less than 10 Active Members, and if such quorum is not present, the meeting shall be dissolved.
12.7 Every member present in person, or by written proxy, shall have one vote.


13. INDEMNITY
The Society hereby indemnifies and agrees to hold harmless every member of the Executive Committee for any liabilities, costs, losses and/or expenses bona fide incurred by such a member in the discharge of his/her duties on behalf of the Society, and for any loss or damage arising from any bona fide act or omission performed by such member in the discharge of his/her duties on behalf of the Society.

14. AMENDMENTS TO THE CONSTITUTION
14.1 All amendments of this Constitution shall be effected only by an Annual General Meeting of the Society.
14.2 Any proposal for the amendment of this Constitution shall be submitted to the Executive Committee in writing at least 12 weeks before an Annual General Meeting of the Society.
14.3 The Secretary or Treasurer shall forward a copy of such proposals to each member of the Society with the notice constituting an Annual General Meeting.
14.4 The proposed amendments to this Constitution shall only be affected by a vote of at least 75% of those members present and voting at an Annual General Meeting provided that such votes represent at least 50% of the votes of all Active Members.


15. DISSOLUTION
15.1 The Society shall not be permitted to distribute any of its profits or assets to any person and is required to utilise its funds solely for the investments or the object for which the Society has been established.
15.2 In the event of dissolution of the Society, or after winding up or liquidation and after the satisfaction of its liabilities, any assets remaining shall be given or transferred to another specialist or special interest group of the Medical Association of South Africa engaged in activities similar to those for which this Society was established or, alternatively, such assets may be given or transferred to the Medical Association of South Africa.
15.3 The members attending the final general meeting of the Society, or the Executive Committee of the Society, will designate such specialist or special interest group, provided that a group so designated shall be exempted from the payment of income tax by the Income Tax Act, 1962.