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CONSTITUTION OF THE SOUTH AFRICAN THORACIC SOCIETY


1. NAME

The name of the Society shall be THE SOUTH AFRICAN THORACIC SOCIETY (hereinafter referred to as "the Society")


2. OBJECTS

2.1   The principal objective of the Society shall be to conduct and promote scientific and technical research in the fields of medicine called Pulmonology and Thoracic Surgery in order to advance knowledge on the function and disorders of the respiratory system, improve the management and care of patients, and prevention of such disorders.

2.2   Three specific organisational objects will be:

2.2.1   to form SECTIONS comprising members in defined fields of activity relevant to the objects of the Society, for the purpose of setting standards for training and professional practice and, where deemed necessary, for registration of persons wishing to work in these fields; for example pulmonary medicine, paediatric pulmonology, thoracic surgery and clinical technology in pulmonology;

2.2.2   to form ASSEMBLIES for the purpose of fostering contact and collaboration between members with similar special interests; for example physiology, tuberculosis, epidemiology, occupational lung disease and thoracic surgery; and 2.2.3   to promote amongst the medical and wider public an awareness about these disorders.

3. LEGAL PERSONALITY

3.1   The Society is a voluntary association which shall be vested with legal personality, exist in its own right separately from its members, continue to exist even when there are changes in the composition of its membership or office-bearers, may sue and be sued in its own name, may acquire and dispose of property, may enter into contracts and may in general do all that shall be for its own account and will not in any way form part of the estate/property of any of its members.

3.2   The liabilities of members will be limited to membership fees. An official registered address for the Society will be stipulated.

3.3   The structure of the Society consists of the Council and the members in general meeting.

4. MEMBERSHIP

Categories

The following categories of membership shall exist:
4.1   Ordinary membership of the Society shall be open to all medical practitioners, medical auxiliaries and scientists involved in patient care, teaching and/or research in pulmonology and thoracic surgery.

4.2   Affiliate membership is offered to persons who, although not eligible for Ordinary membership, wish to identify in their individual capacity (not as a representative of commercial and/or other corporate structures) with the objectives of the Society.

4.3   Senior membership:

4.3.1   A member of the Society automatically becomes a Senior member when he/she, as an active member of the Society, reaches the age of sixty-five years.

4.3.2   A Senior member shall enjoy all rights, privileges and benefits of membership.

4.3.3   A Senior member shall hold no office in terms of the provisions in section 6 of the Constitution.

4.3.4   A Senior member is not required to pay annual membership fees, provided that he/she was an Ordinary Member prior to the age of 65 years.

Honorary Fellowship

4.4   Honorary fellowship of the Society may be conferred by decision of the Council upon persons who have by virtue of their standing and/or efforts contributed substantially over many years to the Society or have provided meritorious service to the community in pursuit of objectives in line with those of the Society.

4.5   Honorary fellowship is conferred for life and fellows are not required to pay annual membership fees but may hold office in the Society and vote at meetings.

Election of Ordinary, Senior and Affiliate members

4.6   Persons who are eligible for Ordinary, Senior or Affiliate membership of the Society shall submit a written application to the Society.

4.7   The application for membership will be ratified at the next general meeting by ordinary majority vote of the Council of the Society (established in terms of clause 6 of this Constitution and hereinafter referred to as "the Council").

Voting Rights

4.8   Ordinary members, Senior members, Affiliate members and Honorary fellows of the Society are entitled to one vote on all matters submitted to members for decision.

Termination of membership

4.9   The Council may, by affirmative vote of two-thirds of all members of the Council, suspend a member’s membership for a stated period of time or expel a member of the Society if he/she is found guilty of misconduct by the Council after an appropriate hearing.

4.10   The Council may, by ordinary majority votes, terminate the membership of any member if such member ceases to be eligible for membership of the Society. 4.11   The Council may, by ordinary majority votes, suspend a member’s membership for a stated period of time or expel a member as member of the Society if he/she fails to pay his/her membership dues within the first three months after it has become due.

4.12   A member or fellow shall cease to be a member of the Society if he/she submits a written resignation to the Secretary (elected in terms of clause 6.3 of this Constitution); provided that he/she shall not be relieved of the obligation to pay any arrear dues or other amount he/she may owe to the Society.

4.13   The Secretary may from time to time require from a member of any category, details of his/her professional status, public appointments, published works or other details as may be required to assess eligibility for membership or in order to update the records of members.

Reinstatement

4.14   The Council may, by affirmative vote of two-thirds of all members of the Council, reinstate a former member.
4.15   The Council may make any reinstatement subject to any conditions it deems fit.
4.16   Application for reinstatement shall be in writing and shall be signed by the former member and shall be filed with the Secretary for submission to the Council.

5. MEETING OF MEMBERS

5.1   General Meeting

5.1.1   A general meeting of members of the Society shall be held on such a date and such a place as the Council may determine to elect Council members and/or any other officers of the Society and to discuss and/or dispose of all matters that may be submitted to the meeting.

5.1.2   Not less than nine and not more than 24 months shall elapse between general meetings of members.

5.1.3   Minutes must be kept of any general meeting.

5.1.4   The Council shall present a report on all the activities of the Society since the last general meeting, and shall specifically deal with the following matters:

5.1.4.1   the minutes of the previous general meeting shall be tabled and any necessary amendments made;

5.1.4.2   the Annual Financial Statements shall be considered and approved;

5.1.4.3   the appointment of an Accounting Officer for the ensuing year shall be made; and

5.1.4.4   reports on any special resolutions adopted at special meetings shall be presented.

5.2   Special Meeting

5.2.1   A special meeting of members of the Society may be called by the Council, the President elected in terms of section 6 of the Constitution ("the President") or on the written request of at least one-twentieth of the members of the Society addressed to the Secretary.

5.2.2   The request for a special meeting shall contain the objective for which it is to be convened.

5.2.3   Minutes must be kept of any special meeting.

5.3   Venue and time of meeting

The Council may designate any place, either within or without the Republic of South Africa, for any general or special meeting of members of the Society and may also designate an appropriate time for such a meeting.

5.4   Notice of meeting

5.4.1   A written notice stating the place, day and hour of general or special meetings of members of the Society shall be delivered to all members of the Society by the Secretary not less than 30 days before the meeting.

5.4.2   In case of a special meeting of members the purpose for which the meeting is called shall be stated in the notice.

5.4.3   Where notice of a meeting is delivered to members by mail, it shall be deemed delivered when such notice, addressed to the last known address of the member as reflected by the register of members of the Society, is mailed.

5.5   Quorum

5.5.1   A quorum at a general meeting or special meeting shall be 25 voting members or members holding not less than 25 votes by virtue of proxies presented as in clause 5.6 provided that 2 Council members are present.

5.5.2   If 30 minutes after the officially notified starting time of the meeting a quorum cannot be formed, then the meeting shall be adjourned to the following week, the same day, time and place as agreed by the Council members present. The Council members present shall advise all members of Council without delay of the time and place of the rescheduled meeting. If a quorum is not formed again at the next meeting, the members present will be deemed to represent a quorum to deal with the business in hand.

5.6   Voting

Subject to any other provisions to the contrary in this Constitution, an ordinary majority vote of members present and voting at any meeting shall be deemed the act of this Society and a member may cast his or her vote personally or by way of a written and signed proxy presented to the Secretary prior to or at the meeting concerned.

6. COUNCIL OF THE SOCIETY

6.1   Powers and duties

The Society shall have all the powers necessary for it to carry out the Society’s objectives effectively. Subject to the terms of this Constitution and to the resolutions of the members in general meeting, the Council may exercise all the powers of the Society. The Council of the Society shall:

6.1.1   oversee the proper functioning of the Society;

6.1.2   formulate the long-range planning of the Society;

6.1.3   ensure an orderly nomination and election process and transfer of the administration of the Society from the retiring Council to the incoming Council;

6.1.4   in general carry out the necessary functions to promote the objects and interests of the Society;

6.1.5   carry out all the instructions of a general or special meeting of members of the Society;

6.1.6   submit a report of its activities at each general meeting of members; and

6.1.7   assume direct responsibility for all financial aspects of the Society.

6.2   Council members

6.2.1   The Council of the Society shall consist of the President, the Vice President (who shall also be the President-Elect), the Secretary and the Treasurer (which Council members shall form the executive of the Council) and additional members of which one shall be the immediate past President.

6.2.2   There shall be at least one Council member from each of the following Universities:

  • Free State
  • Cape Town
  • Medunsa
  • Kwa-Zulu Natal
  • Pretoria
  • Stellenbosch
  • Witwatersrand
  • Walter Sisulu University of Health & technology


6.2.3   Two additional Council members shall be elected to represent the private sector and pulmonology clinical technologists.

6.2.4   The term of office of a Council member shall be 2 years or until the next general meeting after a term of 2 years has elapsed. No term of office will be less than 18 months.

6.2.5   The President, Vice President, Secretary and Treasurer accept fiduciary responsibility for the Society and are not "connected persons" in relation to each other as contemplated in the Income Tax Act, 1962.

6.3   Election of Council members

6.3.1   The Vice-President, the Secretary and the Treasurer and the additional members of the Society will be elected at a general meeting of members of the Society by ordinary majority vote after each of such persons have been properly nominated and seconded.

6.3.2   The Council may co-opt other members as it deems fit.

6.4   Powers and duties of the President

The President of the Society shall:

6.4.1   preside at all meetings of members of the Society and all meetings of the Council; and

6.4.2   in general carry out those tasks entrusted to him/her by a meeting of members or by the Council.

6.5   Powers and duties of the Vice-President

6.5.1   The Vice-President of the Society succeeds the President as President of the Society immediately after the conclusion of the general meeting following that at which he or she was in terms of clause 6.3.1 above elected as Vice-President of the Society.

6.5.2   In the absence of the President, the Vice-President shall preside at all meetings of members of the Society and all meetings of the Council.

6.5.3   The Vice-President shall in general carry out those tasks entrusted to him or her by a meeting of members of the Council.

6.6   Powers and duties of the Treasurer

6.6.1   The Treasurer of the Society shall:

6.6.1.1   arrange for the collection of annual membership fees;

6.6.1.2   see to the settlement of the accounts of the Society;

6.6.1.3   keep the accounts and the books of the Society;

6.6.1.4   draw up the financial sheets and arrange for the auditing thereof by a duly qualified accounting officer, and submit it to general meeting of members for approval on an annual basis; provided that the Council at its discretion may determine the way in which the funds of the Society shall be invested and/or withdrawn subject to the provisions of this Constitution; provided further that all books and registers of the Society shall be open to inspection by any member of the Society at any reasonable time.

6.6.2   All the Society’s financial transactions shall be conducted by means of a banking account or banking accounts.

6.6.3   The Society’s financial year shall be from 1 May to 30 April and the annual financial statements shall be finalised not later than 3 months after the end of the financial year.

6.7   Powers and duties of the Secretary

The Secretary of the Society shall:

6.7.1   send out all agendas and keep all the minutes of meetings of members and the Council;

6.7.2   keep a proper register of members of the Society;

6.7.3   preside at all meetings of members of the Society and all meetings of the Council in the absence of both the President and the Vice-President; and

6.7.4   in general carry out those tasks entrusted to him/her by the President and/or the Council.

6.8   Meetings of the Council

6.8.1   A general meeting of the Council shall be held immediately prior to the general meeting of members of the Society and at least twice yearly.

6.8.2   The President may in his/her discretion call special meetings of the Council at times and places designated by him/her.

6.9   Notice of Council Meetings

6.9.1   A written notice stating the place, day and hour of any meeting of the Council shall, at least thirty days prior to such meeting, be delivered to all members of the Council by the Secretary.

6.9.2   If notice of a meeting is delivered to members by mail, it shall be deemed delivered when such notice, addressed to the last known address of the member as reflected by the register of the members of the Society, is mailed.

6.9.3   It shall not be necessary for a notice of a special meeting of the Council to reflect the object of such meeting.

6.10   Quorum

Four elected members of the Council shall constitute a quorum. Without the necessary quorum a meeting may be adjourned by the members present without further notice.

6.11   Voting

Subject to any other provisions to the contrary in this Constitution, decisions of the Council shall be taken by ordinary majority vote of the members present and voting. Co-opted members shall have no vote.

6.12   Casual vacancies

Any casual vacancy that may arise in the Council, shall be filled by the Council co-opting a member of the Society in such vacancy for the unexpired term of office of the Council; provided that if the office of President becomes vacant, the vacancy shall be filled by the Vice-President.

6.13   Regional representation

It being intended that as many geographical regions as possible be represented on the Council, the following will apply:

6.13.1   Council members (including the Vice-President and past President from other regions) should be encouraged to attend the twice yearly general meetings of the Council, and as many special meetings as possible;

6.13.2   funds will be allocated for reimbursement of their travel costs; and

6.13.3   the times and dates of meetings will be favourable to those travelling furtherest.

7. ANNUAL MEMBERSHIP FEES

7.1   The Council shall from time to time determine the annual membership fees payable by members of the Society and shall determine the way in which it shall be paid to the Treasurer.
7.2 The annual membership fee for Affiliate members shall be less than that of an Ordinary member.
7.3 Annual membership fees shall be payable on 1 March each year.

8. ENDOWMENTS, GIFTS AND LEGACIES

8.1   Endowments, gifts and legacies donated to the Society shall be administered by the Council at its discretion or in terms of the endowments, fits, legacies, medals, prizes, scholarships, or lectureships. The disposal of such donations will at all times be strictly according to the terms under which the endowment/said donation was given and received.

8.2   The Society shall not accept any donation revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, as contemplated by section 30(3)(b)(v) of the Income Tax Act, 1962.

8.3   Members or office-bearers have no rights in the property or other assets of the Society solely by virtue of their being members or office-bearers and the Society’s income and property are not distributable to its members or office-bearers, except as reasonable compensation for services rendered.

8.4   No profits or gains shall be distributed to any person and the funds of the Society will be utilised solely for investment or the objects for which it was established.

9. INVESTMENT OF FUNDS

9.1   The Society will not carry on any business, including, inter alia, ordinary trading operations in the commercial sense, speculative transactions, divided stripping activities or letting of property on a systematic or regular basis.

9.2 Society funds available for investment may only be invested:

9.2.1   with a financial institution as defined in section 1 of the Financial Services Board Act, 1990;

9.2.2   in any listed financial instrument of a company contemplated in paragraph (a) of the definition of "listed company" in the Income Tax Act, 1962; or

9.2.3   in such other prudent investments in financial instruments and assets as the Commissioner of the South African Revenue Service may determine.

10. AMENDMENTS TO THE CONSTITUTION

10.1   This Constitution may be repealed or amended only upon a decision supported by two thirds of the total membership of the Society eligible to vote, and made at a general meeting or special meeting of the Society; provided that written notice of the motion of repeal or amendment will have been delivered to all the members of the Society at least 30 days prior to the meeting.

10.2   All changes to the Constitution shall be lodged in writing with the Commissioner for the South African Revenue Service.

11. DISSOLUTION OF THE SOCIETY

11.1   The Society may be dissolved by way of a two thirds majority vote taken at any general meeting or special meeting of members; provided that notice of the motion to dissolve shall be delivered to all members of the Society at least 30 days prior to such a meeting.

11.2   In the event of the Society dissolving, the remaining assets will be donated or transferred to another non-profit organisation with objects similar to those of the Society and which is itself exempt from Income Tax.