Constitution of the South African Society of Cardiovascular Intervention (SASCI)
Constitution of the South African Society of Cardiovascular Intervention (SASCI)
1. PREAMBLE
Whereas the Executive Committee (ExCo) of the SASCI has proposed to its membership to change its legal structure from a not-for-profit company to a voluntary association of members governed by a Constitution and various sets of rules adopted in terms of a Constitution, be it recorded as follows:
2. DEFINITIONS
In this CONSTITUTION, terms shall have the following meanings:
2.1 "Annual General Meeting" (AGM) means a meeting to be initially held, no more than 18 months after the SASCI's date of incorporation, and thereafter once every calendar year, but no later than 15 months after the date of the previous AGM;
2.2 “Associate member” means a member of the SASCI, with associate membership, as contemplated in the Companies Act and such associate members have no vote as members as contemplated in item 1(7) of Schedule 1 to the Companies Act;
2.3 "Calendar day" means any day including a Saturday, Sunday or Gazetted National public holiday in the Republic of South Africa;
2.4 "Code of Conduct" means any code of conduct applicable to the SASCI, its members, office bearers or any other person, and to which Code the SASCI subscribes from time to time;
2.5 "CONSTITUTION" means this Constitution of the SASCI, which shall become binding on SASCI, its members and office bearers with effect from the date upon which the CONSTITUTION is adopted at an AGM;
2.6 "ExCo" means the Executive Committee of SASCI elected or designated in terms of this Constitution;
2.7 “Executive Officer” means the person or entity designated or appointed by the ExCo to take care of the general administration of SASCI, and/or any other matter so designated to him/her/it in terms of this Constitution or by the ExCo;
2.8 "Income Tax Act" means the Income Tax Act No. 58 of 1962, as amended from time to time;
2.9 “In writing” or “written” means communication via hard-copy, electronic format or by facsimile;
2.10 “Member” means any person or entity or society, irrespective of the membership category in which she/he/it may fall;
2.11 “President” means is the President of the SASCI as elected in terms of this Constitution;
2.12 "Rules" mean "rules" and "rules of SASCI" as empowered to be made and enforced in terms of this Constitution;
2.13 "SASCI" is the SOUTH AFRICAN SOCIETY OF CARDIOVASCULAR INTERVENTION, previously a non-profit, section 21 company, with registration number 2003/018540/08 under the same name;
2.14 “Sub-specialty” means the sub-speciality of interventional cardiology within the specialty of cardiology;
2.15 “Voting rights” means one vote for every member of SASCI, including voting by proxy.
2.16 In this Constitution:
2.16.1 a reference to a "clause" by a number refers to the corresponding paragraph in this CONSTITUTION;
2.16.2 any reference to a "person" includes any natural or juristic person, including without limitation any sole proprietorship, firm, partnership, trust, close corporation, SASCI, undertaking, joint venture, authority or other incorporated or unincorporated entity or association;
2.16.3 any reference to an enactment includes any subordinate legislation (regulations) made from time to time under that enactment, as may be amended from time to time.
3. OBJECTIVES
The main objectives of SASCI are to:
3.1 provide the relevant authorities, regulators, stakeholders and healthcare role players with responses, submissions, proposals, and the likes relating to professional affairs, health policy, health legislation and ethics, as and when appropriate within and relating to the healthcare sector and healthcare environment in South Africa, and globally;
3.2 provide educational opportunities through facilitating local, national and international meetings, conferences and events, which benefit its members, and, eventually, the public who receives health care;
3.3 promote collaboration between members in the interest of the profession and the sub-speciality in a manner consistent with competition law;
3.4 stimulate and maintain contacts within the membership;
3.5 represent its members and the medical profession at national and international level, and at various forums, whether in the public or private sectors;
3.6 offer consensus statements, policies, guidelines, guidance, coding, and suchlike on professional issues in the sub-specialty to interested and affected persons and entities;
3.7 promote research opportunities and facilitate the participation in national and international trials in the sub-specialty;
3.8 provide facilities for data collection on coronary revascularisation activities in South Africa and obtain, among other things, coding-, clinical-, pharmaceutical- and medical device data in line with applicable legislation governing such data collection and data use activities;
3.9 promote and facilitate the maintenance and enforcement of ethical and professional standards;
3.10 enhance, guide and protect the rights and interests of members and the profession within the sub-specialty on professional, ethical and clinical matters;
3.11 fund projects, programmes, organisations or persons or to assist in the securing of funding of such activities that fall within the scope of the objectives of the SASCI, within the ambit of tax legislation;
3.12 assist members and SASCI to obtain the best possible advice with regards to professional ethics and endeavours as well as assisting any endeavours that reasonably fall within the Cardiovascular Interest spectrum and remunerate appropriately;
3.13 assist members by investigating complaints by third parties and representing them professionally to ensure that the cardiology profession maintains only the highest standards; and
3.14 give effect to any objective reasonably related to the objectives set out in this Constitution.
The above objectives will be exercised with due consideration to the boundaries placed on professional associations by competition law.
4. JURISTIC PERSON AND MEMBERSHIP
4.1 SASCI is a juristic person, which:
4.1.1 exists independent from its members, and has all the rights afforded in law to juristic persons; and
4.1.2 continues to exist notwithstanding changes in membership and organisational structure, subject to provisions relating to its winding down.
4.2 Save for affiliates, membership of the SASCI is of an individual nature.
Full members
4.3 Full membership is exclusively open to qualified healthcare professionals (cardiologists, specialist physicians and cardiovascular surgeons) working in the South African Cardiovascular Intervention sphere and who agree to comply with the SASCI’s Code of Conduct.
4.4 All applicants for full membership must:
4.4.1 be registered with the statutory medical council;
4.4.2 be actively involved in Cardiovascular Intervention;
4.4.3 be of good standing in the profession;
4.4.4 have, as his/her principal business, the provision of Cardiovascular Intervention within the healthcare sector.
4.5 Only full members shall be entitled to one vote on a show of hands or a poll at any general meeting of the SASCI.
Associate members
4.6 Associate membership is open to other medical practitioners, technologists, nurses, radiographers, and other healthcare professionals and corporate entities who share the objectives of the Society or persons that have an interest in the development of Cardiovascular Intervention in South Africa.
4.7 The ExCo may determine sub-categories of associate members and set the rights, privileges and responsibilities of each sub-category of an associate member from time to time.
4.8 An associate member or category of associate members may be invited to attend and speak at any general meeting of the SASCI, but shall not be entitled to vote.
Affiliates
4.9 The SASCI may recognise, on application as affiliate members, any Society or other professional body with an interest in cardiovascular medicine which may apply for SASCI affiliation. In this case, such a professional body should be an established and well-recognised cardiology organisation, subject to a Constitution or Memorandum of Incorporating or other Founding Document containing principles that align with those set by this Constitution.
4.10 For the sake of clarity, no individual person who is a member of an affiliated society or body shall be automatically an individual member of the SASCI. Individual members who qualify for membership in the other SASCI membership categories must apply for such membership under those categories.
Honorary members
4.11 The SASCI shall, at its sole discretion or on application supported by at least 20 (twenty) full members, through its ExCo appoint persons or entities to be honorary members of SASCI. Such appointment shall be based on their unique contribution to or experience in the field of interventional cardiology. Such persons or entities may, occasionally, be invited to attend general meetings or participate in other SASCI activities, and to receive selected SASCI communications. Such honorary members shall not be liable to pay any membership fees and shall have no voting rights at any SASCI event or meeting or in any SASCI structure.
5. APPLICATION FOR MEMBERSHIP OF THE SASCI
5.1 Applications for admission as a full member or an associate member must be made on the prescribed forms developed and approved for that purpose by the ExCo.
5.2 An application for membership must contain a commitment to abide by the CONSTITUTION, its rules and any Code of Conduct, along with a commitment to meet the financial obligations for the entire duration of membership. Membership is for a full year regardless of resigning during part of a year.
5.3 If the application for admission is accepted by the Board, the candidate shall become a full or associate member, whichever the case may be, of the SASCI upon receipt of the applicable dues and membership fees. Such fees, if applicable, must be paid in full irrespective of the time during a membership year that the applicant was admitted to the SASCI as a member.
5.4 In the event of the application for membership being refused, the fees shall be refunded to the applicant.
5.5 All members shall, upon acceptance of their membership, and at regular intervals thereafter, inform the office of the Executive Officer or person(s) mandated as representative(s) at various structures of the SASCI. The Executive Officer shall ensure that all contact details of such persons are always current and accurate.
6. TERMINATION OF MEMBERSHIP
6.1 Any member or affiliate desiring to withdraw from membership may do so by giving 3 months’ written notice of the date of such withdrawal. All fees already paid or due in such notice period must be paid in full, even where a full membership year will not have been served. Such a member will not be entitled to any partial or full refund of fees already paid.
6.2 No member or affiliate whose membership has been terminated shall have any claim against the SASCI or its officers, property or funds.
6.3 Membership can also be terminated under the following circumstances:
6.3.1 where a member has brought SASCI into disrepute;
6.3.2 where a member violates or undermines the SASCI Constitution or the objectives flowing from the Constitution and SASCI-approved activities;
6.3.3 where a member has been found guilty of a violation of the SASCI or any other applicable Code and the appropriate sanction was found to be termination of SASCI membership;
6.3.4 where the member has not paid the fees, and ignored reminders of payments as issued on the instruction of the Treasurer of the SASCI; and
6.3.5 where any office-bearer or elected representative or member-representative on a SASCI structure repeatedly and without tendering acceptable apologies, fails to attend meetings, events and engagements of SASCI in which his or her presence is required, within the guidelines issued by the ExCo from time to time.
6.4 No termination under this clause shall take place without the affected member having had the opportunity to state his/her case to the ExCo, and the ExCo shall apply its mind to the matter and make a finding based on the provisions of this Constitution and all relevant information and documents placed before it.
7. REINSTATEMENT
If a member has withdrawn, ceased to be a member or had his/her membership terminated, they can be reinstated by the ExCo on application or at its sole discretion provided all obligations to the SASCI have been met.
8. FEES
8.1 The annual fees of the SASCI shall be for such amounts and payable at such times as the ExCo, having obtained prior approval from the members at an AGM, may from time to time decide.
8.2 In addition, a special levy or fee to meet any special, unusual or other expenses may be imposed from time to time by a general meeting on the recommendation of the ExCo and approved by the members at general meeting.
8.3 Reminders of annual and renewal fees shall be posted to members electronically.
9. ANNUAL GENERAL MEETING
9.1 The SASCI shall hold its first AGM under this Constitution within 18 (eighteen) months after the date of its adoption and shall thereafter once in every financial year hold an AGM at such time and place as may be determined by the ExCo. The time elapsed between any two such general meetings shall not be more than 15 (fifteen) months.
9.2 The AGM shall consider the following matters:
9.2.1 the minutes of the previous AGM, and, if such had taken place, the minutes of the previous special general meeting (SGM);
9.2.2 the election and appointment of an ExCo;
9.2.3 a report by the President of the SASCI;
9.2.4 a report by the Treasurer as to the financial affairs of the SASCI;
9.2.5 a report by the ExCo as to the general affairs of the SASCI and how its objectives have been carried out since the previous AGM, and which shall include a report on the work of all committees and sub-committees established by the ExCo;
9.2.6 a report from the Executive Officer as to the day-to-day affairs of the SASCI;
9.2.7 any matter placed on the AGM agenda by any member and which falls within the objectives of the SASCI and which, in the opinion of the ExCo warrants discussion at the AGM;
9.2.8 any resolution submitted to the ExCo via the office of the Executive Office in writing at least 14 (fourteen) calendar days prior to the AGM.
10. NOTICE OF AN ANNUAL GENERAL MEETING
10.1 An AGM shall be called by not less than 14 (fourteen) calendar days’ notice in writing, which may include notice by electronic means. The notice shall be exclusive of the days on which it is served or deemed to be served and the day of the meeting.
10.2 Notwithstanding the fact that an AGM is called at shorter notice than that specified in this clause, it shall be deemed to have been duly called if so agreed by at least 10% of the SASCI members having a right to attend and vote at the meeting. Such approval needs to be secured by electronic means or by facsimile.
10.3 Such notice shall specify the place, the day and the hour of the meeting and the general nature of the business.
10.4 Such notice shall be given to all paid up, full members of the SASCI and any other membership type or category so designated by the ExCo with the privilege to attend the AGM.
11. PROCEEDINGS AT THE ANNUAL GENERAL MEETING
11.1 No matters will be discussed at the general meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be constituted by 10% of the members of the SASCI who are entitled to vote at the AGM and who are personally present at any such meeting.
11.2 If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of members shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week at the same time at the same place, or if such other place be more available to such other place as the chairperson may appoint. If at such adjourned meeting a quorum is not present, those members who are present shall be a quorum and may transact the business for which the meeting was convened. Written notice of the adjournment shall not be required to be given to members.
11.3 Where a meeting has been adjourned as aforesaid, the SASCI shall, upon a date not later than three (3) days after the adjournment, send a written notice including one by e-mail to each member of the SASCI stating:
11.3.1 the date, time and place to which the meeting has been adjourned;
11.3.2 the matter before the meeting when it was adjourned; and
11.3.3 the ground for the adjournment.
11.4 The president of the SASCI shall preside as chairperson at every AGM of the SASCI.
11.5 If the chairperson at the AGM is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the vice-president shall act as chairperson failing which the members present shall elect one of their number to be chairperson.
11.6 The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
12. VOTING OF MEMBERS AT AN ANNUAL GENERAL MEETING
12.1 At any AGM, a resolution put to the vote of the meeting shall be decided on by the show of hands unless the matter is deemed sensitive by the chairperson, in which case the vote will be taken by means of a paper-based or electronic ballot.
12.2 On a show of hands or based on the ballot, every member present in person or by proxy shall have one vote. All questions at a meeting shall be decided on by the most votes of members attending, including proxies.
13. PROXIES
13.1 The instrument appointing a proxy shall be in a form to be decided by the ExCo, under the hand of the appointer in writing, submitted to the office of the Executive Officer no less than 48 (forty-eight) hours before the time the meeting will be held.
13.2 Members may attend, speak and vote by proxy on the forms designed and provided for this purpose by the office of the Executive Officer.
13.3 Proxies may only be provided to a member of the ExCo or another member with voting rights in the same membership category as the person conferring the proxy. No proxy may be provided to a non-SASCI member.
14. RESOLUTIONS, CONSENSUS AND DEADLOCK
14.1 In any SASCI meeting, whether an AGM or any general meeting or in any committee or structure of the SASCI, the Chairperson of that meeting shall have a casting vote in case of an equality of votes about any decision or resolution put forward.
14.2 In the meetings of the SASCI Committees and sub-committees including the ExCo and all meetings of all other SASCI structures, save for AGMs and general meetings, matters may be decided by consensus. On failing the achievement of consensus, these matters will be put to a vote.
14.3 Any resolution passed by the ExCo may be done by way of round robin resolution. Any round robin resolution must be signed by a member of the ExCo within seven (7) days of passing thereof, failing which the resolution shall be null and void and of no force and effect.
15. AGENDAS AND MINUTES OF ALL THE SASCI MEETINGS AND INTERACTIONS
15.1 Prior to all the SASCI meetings, an agenda must be sent to all attendees within a reasonable time. Any items which may be deemed confidential must be indicated on the agenda under the item for confidential/sensitive discussion.
15.2 Minutes shall be kept of every meeting of the SASCI including but not limited to meetings of the ExCo, sub-committees, and of every SASCI AGM, SGM and every general membership meeting.
15.3 All approved and signed minutes referred to in this clause will be made available to members on request.
15.4 Minutes will ordinarily be sent by email to members of such SASCI structures or committees within a reasonable time after such meeting took place.
15.5 Meetings with or events involving any external stakeholder, or of any health sector or business significance, which is attended by an SASCI member representing it, or at which the SASCI is making representations or submissions, shall be reported on through a formal report addressed to the ExCo.
16. EXCO: APPOINTMENT AND TERM
16.1 The ExCo shall comprise at least eight (8) members elected at the AGM according to the provisions of this clause:
16.1.1 The President of the SASCI, elected at the AGM by full members with voting rights;
16.1.2 The ExCo should ideally be represented throughout South Africa geographically, i.e. including all the Provinces with full members;
16.1.3 The immediate past President ex officio; and
16.1.4 At least one representative from academia.
16.2 The ExCo may co-opt any member from any membership category to serve on the ExCo, and depending on the membership category, may, or may not having voting rights, but may participate in the meetings of the ExCo and have all other rights and responsibilities of any other member of the ExCo.
16.3 The ExCo shall from among its full members elect:
16.3.1 a vice-president;
16.3.2 a treasurer;
16.3.3 a secretary
16.3.4 any ExCo member to fill a designated position on the Exco which it deems necessary for the SASCI to fulful its objectives in terms of this Constitution.
16.4 The Executive Officer shall call for the nomination of persons when notice of the AGM is given, and only if no nomination, or not sufficient nominations have been received, members shall be entitled to nominate persons on the day on which the AGM is held.
16.5 The ExCo shall serve a term of two years, while the President may serve a maximum of two consecutive terms.
16.6 Four (4) members of the ExCo shall constitute a quorum.
16.7 A vacancy of up to three (3) members on the ExCo may be filled by the ExCo until the next AGM, at which time such vacancy will be filled, but only for the remainder of the term in which the vacancy came into existence.
16.8 The ExCo may act notwithstanding any vacancy in their body, but if and as long as their number is reduced below that of four, the remaining ExCo members continue to act until a general meeting of the SASCI has been convened to fill such vacancies.
17. POWERS AND DUTIES OF THE EXCO
17.1 The business of the SASCI shall be managed by the ExCo.
17.2 The ExCo may exercise all such powers of the SASCI as mandated by this Constitution and/or as mandated in any general meeting subject to this Constitution, and/or as agreed to by the ExCo as a SASCI Policy or Programme pursuant to the fulfilment of its objectives in terms of this Constitution, subject to any financial constraints placed on the ExCo.
17.3 Without derogating from the generality of its powers as outlined above, the ExCo has the following powers:
17.3.1 to set the strategic direction of the SASCI, subject to any direction provided at the AGM;
17.3.2 subject to the provisions of this Constitution, making, amending, or repealing such rules and policies mandated by this Constitution and/or what it considers necessary to run the SASCI;
17.3.3 approve messaging to be conveyed by the spokesperson or representative of the SASCI and to implement a public relations programme as may be required from time to time to fulfil the SASCI objectives;
17.3.4 setting SASCI’s annual budget in line with its strategic objectives, and may pay all expenses incurred in promoting the SASCI objectives, as set out in the Constitution and approved at the AGM from time to time;
17.3.5 investing the SASCI’s funds at its discretion but on its auditor's advice, subject to tax legislation;
17.3.6 setting the limits, monetary and otherwise, within which its members, and if applicable the Executive Officer, any staff, management entities and/or contractors, may enter into any financial, contractual, supplier or similar agreements on behalf of the Society.
17.4 The ExCo:
17.4.1 must appoint or designate an Executive Officer, and/or a person or entity to assist with the running of the affairs of the SASCI, and to fulfil the duties outlined in this Constitution for an Executive Officer, and any other duty or responsibility conferred on him/her/it; and
17.4.2 subject to the financial position of the SASCI, may appoint and/or designate any person as a staff member or contractor to assist the SASCI in fulfilling its objectives in terms of this Constitution.
17.5 The ExCo may appoint sub-committees and/or standing committees to give effect to the SASCI objectives, and such a sub-committee:
17.5.1 shall operate in terms of the reference and mandate provided by the ExCo;
17.5.2 shall have no right to represent the SASCI or the ExCo, unless mandated in writing to do so;
17.5.3 may comprise members of the ExCo and any other member or members from any membership category; and
17.5.4 shall regulary report to the ExCo and be accountable to the same.
17.6 Pursuant and subject to clause 17.5, the SASCI has established the following standing committees and may establish more such committees comprising associate members and/or full members, whichever the case may be. They may elect their own structures and organise themselves, their programme and terms of reference from time to time. However, this will be subject to and with the approval of the ExCo and this Constitution and any other conditions set by the ExCo:
17.6.1 the SASCI Private Practice Committee;
17.6.2 ISCAP – the Interventional Society of Cath Lab Allied Professionals;
17.6.3 STEMI SA – (ST segment elevation myocardial infarction, South Africa);
17.6.4 the Corporate Associates Committee;
17.6.5 any other Standing Committee that aligns with and gives effect to the objectives of the SASCI, as may be approved by the ExCo from time to time.
17.7 The ExCo may from time to time revoke or vary all or any powers, mandates and/or authorities granted to any office-bearer, member, person or entity.
18. POWERS AND DUTIES OF THE PRESIDENT AND VICE-PRESIDENT
The President, and in his/her absence the vice-president, shall have the following duties and powers:
18.1 With the assistance of the Executive Officer, set the agendas of all meetings of the ExCo, AGMs and SGMs and sign all approved minutes of the ExCo, AGMs and SGMs;
18.2 Chair all meetings of the ExCo including all AGMs and SGMs;
18.3 Act as the official representative of the SASCI, if so designated in terms of this Constitution;
18.4 Oversee the performance of the Executive Officer and/or any staff member or contractor of the SASCI;
18.5 Secure the unity of the organisation;
18.6 Ensure, with the Executive Officer that all legal and regulatory compliances are undertaken and adhered to, as may be required from time to time.
19. DISQUALIFICATION OF EXCO MEMBERSHIP
A member of the ExCo shall vacate his/her seat on the ExCo if he/she:
19.1 resigns his/her office by notice in writing to the SASCI and such resignation becomes effective upon receipt by the Executive Officer;
19.2 is absent without permission of the ExCo for more than six (6) months from its meetings held during that period;
19.3 is directly or indirectly interested in any contract or proposed contract with the SASCI and fails to declare his/her interest and its nature;
19.4 acts in any manner which places the SASCI into disrepute, after having been awarded the opportunity to state his/her case to the ExCo, who after applying its mind to the matter resolves that the membership of such person shall be terminated;
19.5 in the case of an affiliate, acts in any manner that is to the detriment of the SASCI or conflicts with the SASCI’s objectives or values embodied by the Constitution.
20. PROCEEDINGS AT MEETINGS OF THE EXCO
The ExCo may meet for the despatch of business, adjourned and otherwise regulate their meeting as they deem fit.
21. INDEMNITY
21.1 Office-bearers and employees of the SASCI shall be indemnified against all costs, losses and expenses they may incur or become liable to because of any contract into which they entered, or act or deed that was done by them in their capacity as such or any way in the discharge of their duties.
21.2 By becoming a member of the SASCI, a person incurs no liability other than for his dues and for accounts owed by him/her to the Society.
21.3 For purposes of legal certainty, it is agreed and recorded that the liability of an affiliated SASCI association shall likewise be limited to any unpaid prescribed membership fees payable by such association in any calendar year during the existence of the SASCI or, on its liquidation by a Court of Law, or by resolution of the ExCo.
22. ACCOUNTS
22.1 The financial year of SASCI shall commence on 1 March of each year and end on 28 February of each year.
22.2 The ExCo shall cause all accounting records as is necessary. This will ensure that the SASCI’s accounts are managed properly and in the best interest of its members, to be kept, fairly present the situation and business of the SASCI, and to explain the transactions and the financial position of the SASCI’s trade or business.
22.3 The accounting records shall be kept at the SASCI office or at such other place as the ExCo deem fit and shall always be open for inspection by the ExCo.
22.4 The ExCo shall from time to time determine whether and to what extent and at what time and place and under what conditions or rules the accounting records of the SASCI shall be open for inspection by members.
23. ANNUAL FINANCIAL STATEMENTS AND REPORTS
23.1 The ExCo shall ensure compliance with all relevant taxation legislation and shall, where appropriate, obtain expert advice to ensure such compliance.
23.2 The ExCo shall from time to time cause to be prepared and laid before the SASCI in general meetings such annual financial statements and reports as are referred to in this Constitution.
23.3 The ExCo may, if it deems necessary, cause interim reports to be prepared, of which a copy will be sent to every SASCI member.
23.4 A copy of any financial statement which is to be laid before the SASCI at an AGM, shall not less than 14 (fourteen) days before the date of the meeting be sent to every member. This clause shall not require a copy of those documents to be sent to any person of whose address the SASCI is not aware.
24. AUDITORS
An auditor shall be appointed by the SASCI at the AGM on the recommendation of the ExCo for a period of two years.
25. NOTICES
25.1 A notice may be given to any member by the SASCI either by advertising on the SASCI website publicly or in a closed-off section of such website, or personally, or by e-mail or posting it by ordinary mail.
25.2 Notice of every general meeting shall be given in any manner authorised:
25.2.1 to every member of the SASCI entitled to attend, except, in the case of notices to be given personally or sent by post to those members; and
25.2.2 to the Auditor for the time being of the SASCI.
25.3 The signature on a notice by the SASCI can be written or printed or partially written or partially printed.
26. RIGHT TO PRESENT THE SASCI AS SPOKESPERSON
26.1 The ExCo may, from time to time, delegate a person(s) to act as its spokesperson at or for specific/generally described events or issues. The Executive Officer shall keep a register of person(s) delegated to such events/issues.
26.2 Should no person be delegated, the Chairperson of the SASCI, or in his or her absence the Deputy-Chairperson, shall act as spokesperson.
27. REPRESENTATION
27.1 The SASCI may sue or be sued in any Court of Law as a legal entity.
27.2 All powers of attorney, bonds, deeds, contracts and other documents which may be executed, shall be signed by at least two members of the ExCo of the SASCI, as per a resolution of the ExCo thus mandating such members to act as authorised signatories of the Society.
28. BANKING ACCOUNT
28.1 A banking account may be opened in the name of the SASCI.
28.2 The ExCo shall, from time to time mandate from among its members, by resolution, signatories to such bank account and the Executive Officer shall ensure that the bank is informed of such signatories. Be it noted that there will be complied with all legal and banking requirements.
29. FINANCIAL MANAGEMENT
The ExCo shall ensure:–
29.1 that appropriate financial systems are established;
29.2 that qualified persons are appointed to administer and manage the financial systems;
29.3 that the development and adoption of financial policy are provided, which include but are not limited to:
29.3.1 presentation, distribution and timing of financial statements;
29.3.2 the system of accounting codes;
29.3.3 bank statement reconciliation procedures;
29.3.4 investment policies;
29.3.5 signing procedures of cheques and other financial documents;
29.3.6 disbursements, including travel expense and per diem policies;
29.3.7 income collection and recording systems;
29.3.8 if applicable, payroll policies;
29.3.9 insurance policies;
29.3.10 if applicable, control over fixed assets; and
29.3.11 conflicts of interest;
29.4 compliance with internationally accepted accounting standards and auditing practices relating to financial procedures, banking, reporting and record keeping;
29.5 the preparation of annual income and expenditure budgets.
30. CHANGES TO THE CONSTITUTION
30.1 Motions proposing changes to the Constitution must be duly proposed and seconded by paid-up full members of the SASCI.
30.2 Constitutional changes can only be brought about at an AGM or a SGM.
30.3 Notwithstanding the general quorum requirements at AGMs and SGMs, for a meeting at which a Constitutional change is to be voted on the quorum is at least 30 (thirty) full members in person or by proxy.
30.4 Advanced notice of such motions must be given to all SASCI members at least 14 (fourteen) calendar days prior to the AGM or SGM. Provision must be made for members to provide input into draft versions of such amendments during the period of such notice. A final draft for approval must be available for inspecton by members at least seven (7) days before the AGM/SGM.
30.5 Constitutional changes must be approved by a majority of ²⁄₃ (two-thirds) of full members in attendance, including full members voting by proxy.
31. WINDING-UP, DEREGISTRATION OR DISSOLUTION
31.1 SASCI may wound down upon if such winding up or dissolution is approved by the process outlined in clause 30 relating to Constitutional changes.
31.2 Upon the winding-up or dissolution of the SASCI, assets remaining after the satisfaction of all its liabilities shall be given or transferred to some other association(s) or institution(s) having objects similar to SASCI's main object. At the time of the winding-up or dissolution of the SASCI the ExCo shall determine this, and in failing to do so a Court shall make the decision.
32. SPECIAL CONDITIONS
To the extent that the SASCI is approved by the Commissioner of SARS for the purposes of section 30B of the Income Tax Act:
32.1 at least three persons of the ExCo, who are not connected in relation to each other, are to accept the fiduciary responsibility for income tax purposes;
32.2 no single person will directly or indirectly control the decision-making powers relating to the SASCI;
32.3 the SASCI will not directly or indirectly distribute any of its funds or assets to any person other than in furthering its objectives;
32.4 no members or office-bearers shall have any rights in the property or other assets of the SASCI solely by virtue of their being members or office-bearers;
32.5 the SASCI will utilise substantially its entire funds for the sole or principal object for which it has been established;
32.6 no member will directly or indirectly have any personal or private interest in the SASCI;
32.7 substantially the entire activities of the SASCI must be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group;
32.8 the SASCI will not have a share or other interest in any business, profession or occupation which is conducted by its members;
32.9 the SASCI will not pay to any employee, office bearer, member or other person any remuneration, as defined in the Fourth Schedule to the Income Tax Act, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;
32.10 substantially the whole of the SASCI’s funding will be derived from its annual or other long-term members or from donations or sponsorships or an appropriation by the government of the Republic in the national, provincial or local sphere;
32.11 the SASCI will as part of its dissolution transfer its assets to:
32.11.1 another entity approved by the Commissioner of SARS in terms of section 30B of the Income Tax Act;
32.11.2 a public benefit organisation approved in terms of section 30B of the Income Tax Act;
32.11.3 an institution, board or body which is exempt from tax under section 10(1) (cA)(i) of the Income Tax Act; or
32.11.4 the government of the Republic of South Africa in the national, provincial or local sphere;
32.11.5 the persons contemplated in clause 32.1 will submit any amendment of the Constitution to the Commissioner of SARS within 30 days of its amendment;
32.12 the SASCI will comply with such reporting requirements as may be determined by the Commissioner of SARS from time to time; and
32.13 the SASCI will not knowingly become a party to, and will not knowingly permit itself to be used as part of an impermissible avoidance arrangement contemplated in Part IIA of Chapter III of the Income Tax Act, or a transaction, operation or scheme contemplated in section 103 (5) of the Income Tax Act.
Agreed to at the Annual General Meeting held in Cape Town on 24 March 2017 by Special resolution: