Constitution of the South African Society of Cardiovascular Intervention (SASCI)
SASCI is an organisation of physicians, scientists and allied professionals with an interest in the study and practice of coronary revascularisation by percutaneous and surgical techniques. Its mission is to improve the care of patients by promoting research, education and training, and providing leadership towards optimal healthcare policies and standards.
The name of the society shall be known as "SOUTH AFRICAN SOCIETY OF CARDIOVASCULAR INTERVENTION" (hereafter referred to in this constitution as SASCI).
The society has been established not for gain and is and shall continue to be a body corporate, with perpetual succession and power to sue and be sued in its own name. The liability of members shall be limited to the amount of subscription due by them and they shall have no right to the property of the Society. The Society shall operate within the Republic of South Africa.
The purpose of the Society is to advance the development of coronary revascularisation in all its aspects.
The Society shall:
- Operate as an educational institute of a public character by means of facilitating local, national and international meetings.
- Promote collaboration between members and provide facilities for data collection on coronary revascularisation activities in South Africa and obtain clinical / pharmaceutical data in relation to its members and apply such data to promote the interests of its members in collaboration with the management company.
- Promote research opportunities and participation in national and international trials in the sub-specialty.
- Offer consensus on issues in the sub-specialty to professional societies, healthcare funders and industry in South Africa.
There shall be the following classes of membership
- Ordinary members shall be cardiologists, specialist physicians and cardiovascular surgeons whose professional interest is interventional cardiology or research in this or allied fields. Candidates for Ordinary Membership shall be proposed by two ordinary members in good standing. The Executive may approve such proposals and request formal ratification thereof at the next General Assembly. Only Ordinary Members in good standing shall be entitled to vote and / or hold office in the Society.
- Associate members shall be other medical practitioners, technologists, nurses and other health professionals who share the objectives of the Society. Requests for Associate Membership to be sent to the Secretary.
- Honorary members shall be persons of distinction in interventional cardiology, who have contributed to the advancement of knowledge in this field, or others who have rendered special service to the Society. Honorary Membership may be recommended to the Executive by five ordinary members. The Executive, after due consideration, may nominate a person so recommended for Honorary Membership and request that the nomination be ratified by the next General Assembly.
- International members shall be cardiologists, specialist physicians, cardiovascular surgeons and other healthcare professionals whose professional interest is interventional cardiology or research in this or allied fields, who are not resident in the Republic of South Africa. International members shall not be entitled to vote or hold office in the Society.
- Corporate Supporters shall be industry organisations with interests in the field of coronary revascularisation. Corporate supporters shall have all rights accorded to regular members but will not have voting rights.
- Affiliate Members Any Society or other professional body with an interest in cardiovascular medicine may apply to the SASCI for Affiliated Membership. The professional body applying for the status of the SASCI Affiliated Membership needs to be an established and well-recognised cardiology organisation, with democratic rules, Board, committees etc. An official request must be sent to the President through firstname.lastname@example.org, ensuring that the request is based on a decision made by the Board of the applicant Society on behalf of its members. The final vote is made by the SASCI Executive Committee. Affiliated Societies will have no voting rights at the General Assembly. They will not be eligible for election to the Executive Committee of SASCI and they will have no formal representation on SASCI Committees and Task Forces.
- Affiliate Membership benefits to Members – Individual members of the Affiliated Society are entitled to the same benefits as members of SASCI under the condition that they can provide written confirmation of membership.
REGISTER OF MEMBERS
When the Executive Committee has granted membership, particulars of the names, addresses, telephone numbers and other relevant information relating to the member and the member's representatives, if any, shall be entered in the register of members which shall be deemed to be a correct record.
- A member shall inform the Executive Committee of all changes in the information recorded in the register and shall be responsible for ensuring that the correct information is so recorded.
TERMINATION OF MEMBERSHIP
- Every member shall remain a member until his membership is terminated either by his resignation in writing to the Executive or by decision of the Executive.
- Membership may be suspended if, after two years, due subscriptions have not been paid, after suitable notification by the Treasurer.
- Membership may be withdrawn from any category of member, should such member bring the Society into disrepute. Such withdrawal of membership shall be at the discretion of the Executive, following due representation, consideration and deliberation.
- Membership may be reinstated, upon application to the Executive, on payment of arrears and/or at the discretion of the Executive.
ANNUAL GENERAL MEETING OF MEMBERS
The Executive Committee shall convene an annual general meeting of members upon not less than 21 days' notice, within nine months of the end of each financial year to consider the following matters:
- The minutes of the previous meeting;
- The annual report to be presented by the President or his nominee and the annual financial statement;
- The general policy of the Society;
- Election of the Executive Committee members;
- Other business of which due notice has been given, whether described specifically or as general business.
The Executive Committee or a group of at least 10% of regular members may convene further general meetings upon not less than 21 days' notice to consider the business specified in the notice of the meeting, when it deems fit.
Notice of any general meeting of members or of an Executive Committee meeting, given in writing and posted to the last address recorded in the register of members, shall be deemed to have been received seven days after posting.
A quorum for the purposes of voting on any matter, not otherwise specified, shall be a minimum of 10 regular members in good standing.
The Annual General Meeting of the Group shall serve as the Annual Business Meeting of the Group.
- The Executive Committee shall be responsible for the management of the affairs of the Society and for the employment of the policy of the Society accepted at the Annual General Meeting. If a new issue or a necessary change arises the Executive Committee is authorised to take necessary steps to ensure the successful accomplishment of the goals of the Society but shall seek the approval of the members at the next Annual General Meeting.
- The election of the Executive Committee should be by show of hands whenever there is more than a single nominee (nominees to leave the room during the ballot). All members of the Executive Committee shall be elected to hold office for a two-year period.
There shall be seven members of the Executive Committee elected as follows:
- The President will be elected directly by regular members at the Annual General Meeting. The President will be a member of the Executive committee and shall, when there is an equality of votes, have a casting vote. The office of the President could be held for two consecutive periods only (i.e. four years) and then to sit ex-officio for the following two years without voting rights.
- The members of the Annual General Meeting shall elect seven members of the Executive Committee. The members shall be drawn from the cardiology discipline within the society and if possible represent the main regions of South Africa (Johannesburg, Pretoria, Cape Town, Durban, Bloemfontein and Port Elizabeth as well as a representative for academia).
- The corporate member companies will elect two members to the Executive Committee. A meeting of corporate members shall decide on the procedure for the election.
- To fill casual vacancies not more than three additional members might be co-opted by the Executive Committee to hold office until the end of the following annual general meeting.
- The Executive Committee shall elect the Vice-President, Treasurer, Secretary and such other officers as it deems fit.
- The Executive Committee shall keep proper minutes of its meetings and, subject to the other provisions of this constitution, shall convene and conduct its meetings in the manner that it from time to time decides.
- Four members of the Executive Committee shall constitute a quorum.
- Membership of the Executive Committee shall terminate if the member fails to attend 50% of the meetings of the committee in one year, without having been granted prior leave of absence.
- The Executive Committee shall appoint a Treasurer who shall be responsible to the Executive Committee to ensure the proper operation of a bank account in the name of the Society and that the financial affairs of the Society are properly recorded.
- The treasurer, in consultation with the Director, if any, shall prepare a budget annually to be presented to the Executive Committee for approval.
- The signatures of not less than two of its members appointed for the purpose by the Executive Committee shall be required to sign cheques and operate bank or building society accounts.
- The prior consent of the Executive Committee shall be required for expenditure that has not been provided for in a budget.
- An annual audited statement of the assets of the Society and of its income and expenditure shall be prepared within six months of the end of each financial year, and shall be submitted to the Executive Committee and the Annual General Meeting of members. A registered accountant and auditor who is not a member of the Executive Committee shall audit the statement.
- The financial year of the Society shall end on 31 March of each year.
The Executive Committee may at any time appoint a Director as the Chief Executive Officer of the Society and may terminate his or her appointment. The Director shall report to the Executive Committee and shall attend Executive Committee meetings and Annual General Meetings of members whenever so required.
The Society shall have all the powers needed to fulfil its objective and, without prejudicing the generality of its powers may:
- Provide courses, seminars and education resources of every description to provide all-round training for medical and paramedical health works in the field of cardiovascular intervention management at a level conforming to international standards.
- Develop a database and provide other ancillary resources for such training and co-operate with and assist agencies involved in cardiovascular intervention services and training.
- Make recommendations or negotiate on financial matters and professional standards of direct concern to patient's treatment or the membership of Society.
- Acquire movable and immovable property from any source and invest and reinvest its funds in property of every description; insure, preserve or turn to account, alienate and encumber assets; open and operate on accounts with reputable financial institutions.
- Employ, pay and discharge staff, professional advisers, agents and contractors for any purpose.
- Borrow, lend, lease, hire, let mortgage and pledge assets, provide guarantees and suretyships in connection with its assets, and engage in legal proceedings of any description.
- Establish branches and co-operate with, establish or promote any other body or person for any purposes which may be calculated to benefit the Society directly or indirectly.
- Establish special educational funds.
LIMITATIONS OF POWERS
In order to obtain the approval of the Minister of Finance and to qualify for a cerficate of exemption from taxes, the Society:
- Shall direct its activities wholly or mainly to the furtherance of its principal objectives.
- May not engage in any speculative transactions, business, trade or let property on a regular basis.
- Shall expend at least 75% of its net income in the furtherance of its objects within a period of 12 months of the end of the financial year during which it accrued, provided that where funds are to be accumulated for a specific capital project, the permission of the Receiver of Revenue should be obtained.
- May accept donations subject to the conditions of the constitution, and provided that donations shall be irrevocable.
- May make no loans to a member, a donor or to any of their relatives or to a private company in which the above-mentioned persons are shareholders or directors; no donor, trustee and/or any of their relatives may receive any direct pecuniary benefit from the funds or the income of the trust. No buildings owned by the trust may be occupied free of charge by any person, except the beneficiaries.
- May only invest surplus funds with registered financial institutions as defined in section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No 2 of 1985). Where shares (other than shares as mentioned above) have been donated or bequeathed to an exempt institution or fund, the shares may be held without jeopardising the exempt status of the institution or fund.
NON-PROFIT ORGANISATION ACT
In order to meet the requirements of the Non-profit Organisations Act Number 71 of 1997 and of the Director of Fundraising, the following provisions shall apply:
- The Society shall operate throughout South Africa.
- No member of the Executive committee may have a direct interest in or benefit from any contract that the Society may conclude with any company.
- Paid officials of the Society may serve on the management in an advisory capacity but will have no voting rights.
- Should the services of a professional fund-raiser be used for the collection of contributions, the expenses (remuneration and/or commission included) may not exceed 40% of the total proceeds of the collection.
- The financial year of the Society shall end on 31 March each year.
- A quorum of all Executive Committee meetings shall be submitted to the Director of Fund-Raising for approval.
- All proposed amendments to the constitution shall be submitted to the Director of Fund-Raising for approval.
- If upon dissolution there remain any assets whatsoever after the payment of all debts and liabilities, such assets shall not be paid to or distributed among its members, but shall be given to such other non-profit organisations having similar objectives as may be decided either by the members at the general meeting at which it was decided to dissolve the Association, failing such decision, as may be decided by the Director of Fund-Raising.
AMENDMENT OF CONSTITUTION
- The constitution may be amended with the approval of two-thirds of the members present at an Annual General Meeting of members, of which 21 days' notice has been given. The notice shall state the nature and reasons for the proposed amendments.
- The amended constitution shall be submitted to the Commissioner of Inland Revenue, if that official has confirmed tax-exempt status.
- The society may be dissolved in terms of a resolution passed by two-thirds of the members present at a meeting of which 21 days' notice has been given. The notice shall state that the question of dissolution of the Society, the reasons and the disposal of the assets shall be considered.
- If there is no quorum at such a meeting, the meeting shall stand adjourned for not less than one week and the members attending the adjoined meeting of which further notice shall be given, shall constitute a quorum.
- On dissolution the net assets of the Society shall be paid to another non-profit institution in the Republic of South Africa, which has similar aims and is itself exempt from the payment of income tax, donations tax and estate duty.
Any person may lay a complaint against any member of the Society, staff person, officer or Executive Committee member or officer with the Executive Committee, which shall without delay call for a full statement from the complainant. If the Executive Committee considers there is merit in the complaint it shall adopt the following procedure until the matter has been resolved.
- The Executive Committee may forthwith or at any later time suspend the office bearer or staff person and make other arrangements for the performance of his or her powers and duties.
- The Executive Committee shall call for a full response from the accused, who may respond in writing or in person.
- The response shall be considered at a properly constituted Executive Committee meeting; when the Executive Committee may call for further evidence in such form as it considers fit, and the accused shall be informed of and be allowed to respond to all such evidence.
- When the Executive Committee decides that it has sufficient information and a fair hearing has been given, it may forthwith terminate the office, or terminate the appointment of the office bearer. In the case of a staff person the Executive Committee shall follow similar procedure, amplified by the labour laws, which may apply from time to time.