CONSTITUTION AND RULES 1. NAME 1.1 The name of the Society shall be "THE SOUTH AFRICAN SOCIETY OF ANAESTHESIOLOGISTS" (hereinafter called "the Society") 1.2 This Society shall be a group within the South African Medical Association (hereinafter called "the SAMA"). 2. OBJECTIVES The objectives of the Society shall be: the promotion of the science and practice of Anaesthesiology and allied sciences. 2.1 The correlation of the interests of all practising Anaesthesiologists in South Africa and the determining of the relationship which shall exist between Anaesthesiologists and Hospitals, Public and Private Institutions, Government Authorities, Medical Schemes and the Public and Medical Profession in general. 2.2 To represent and further the interests of Anaesthesiologists. 2.3 To do all such other things as are incidental to or conducive of the attainment of all or any of the above objects. 3. MEMBERSHIP 3.1 Full Members 3.1.1 Any specialist in Anaesthesiology registered with the Health Professions Council of South Africa shall be eligible to full membership if admitted as in 3.2 below, provided that membership of the Society is not in conflict with the Constitution and Rules of the SAMA. 3.1.2 Members of the SAMA who hold a higher degree in Anaesthesiology but are not registered as Anaesthesiologists in South Africa, may at the discretion of the Council, who were elected in terms of Article 4 hereof (hereinafter called the "Council"), be elected as full members. 3.2 New Members 3.2.1 New members shall be approved by the Council. 3.2.2 Applications for membership must be made in writing on the prescribed form and sponsored by two full members of the Society in good standing. 3.2.3 The Council shall inform the next Annual General Meeting of the names of the new members. 3.3 Associate Membership 3.3.1 The Council shall be empowered to extend Associate Membership to any qualified medical practitioner (provided already a member of the SAMA) who is interested in the practice, teaching and research in Anaesthesiology but is not eligible for full membership. Application shall be as in 3.2.2 above. 3.3.2 The Associate Member who subsequently registers with the Health Professions Council of South Africa as an Anaesthesiologist, shall automatically become a Full Member. The member shall inform the Honorary Treasurer of such registration, and the applicable subscriptionswill become payable with the rendering of the next account. 3.4 Trainee Membership 3.4.1 The Council shall be empowered to extend Trainee Membership to any registered medical practitioner (provided already a member of the SAMA) who occupies a training post in Anaesthesiology, recognised by the Health Professions Council of South Africa. Application shall be as in 3.2.2 above. 3.4.2 The Trainee Member who registers with the Health Professions Council of South Africa as an Anaesthesiologist shall automatically become Full Member. The member shall inform the Honorary Treasurer of such registration, and the applicable subscriptions will become payable with the rendering of the next account. 3.5 Honorary Life Membership The Council has the power to bestow Honorary Life Membership. Such Honorary Life Membership shall, inter alia be granted to 3.5.1 Any member in good standing for thirty years, on the thirty-first anniversary of joining the Society. 3.5.2 Any member in good standing, who has been a member of Council for a period of 15 years. Provided that (i) this period may not be continuous and (ii) the period may further be reduced on a year for year basis for every year served in the offices of president, secretary or treasurer. 3.6 Honorary Vice-Presidents 3.6.1 The Council may create a number of offices of Honorary Vice-President, which may be bestowed as a mark of recognition of special services to the Society. 3.6.2 Nominations for these Vice-Presidencies shall come from Council and be put to a General Meeting for approval. 3.6.3 The Office of Honorary Vice-President shall bestow life-long rights (except voting rights) on the incumbent to attend Council of the South African Society of Anaesthesiologists. 3.7 Affiliate Membership 3.7.1 Persons who hold affiliated membership of the SAMA and (who) have a special interest in or an association with Anaesthesiology, may be nominated by two full members for Affiliated Membership of the Society. 3.8 Deferred Membership 3.8.1 Members proceeding abroad for 1 year or on temporary active service may be granted "Deferred membership" upon application to the Honorary Secretary. 3.8.2 During this period subscriptions will be waived and no circular communications will be sent. 3.8.3 Members in these categories who wish to be informed of and participate in Society activities may maintain active membership on payment of half the annual subscription only. 3.8.4 Active abroad membership will revert to full membership after one year.(To be approved at 2008 AGM) 3.9 Corresponding Membership 3.9.1 The Council shall be empowered to elect to Corresponding Membership any Senior Member of the Specialty resident outside of South Africa, whom it wishes to honour: 3.9.1.1 For services rendered to the Society or to Medicine in South Africa. 3.9.1.2 For assistance rendered to the Society or to Medicine in South Africa in the members country of residence, or on an international body. 3.9.1.3 To provide an official means of communication between the South African Society of Anaesthesiologists and the corresponding national anaesthesiology specialist group in their own country. 3.9.2 This category shall be an honorary one and normally life-long. 3.9.3 Such a corresponding member will receive official information of the Society and other relevant information. 3.9.4 In turn the correspondent member will be requested to inform the Society, on an annual basis, of activities, planning and new ideas from his country. 3.10 Minimum Membership The activities of the Society shall be suspended if at any time its membership shall be less than the number of councillors plus one. 3.11 Retirement Where a member has to retire from practice for health reasons, the Council may at its discretion, continue their membership, but waive their future subscriptions. 4. COUNCIL 4.1 All Council members shall serve in an Honorary Capacity. 4.2 The Council of the Society shall consist of: 4.2.1 A President 4.2.2 A Vice-President 4.2.3 An Immediate Past President 4.2.4 An Honorary Treasurer 4.2.5 An Honorary Secretary 4.2.6 Six elected Councillors 4.2.7 A Representative of the College of Anaesthetists of South Africa 4.2.8 An Associate Representative 4.2.9 A Trainee Representative 4.2.10 Representative from each of the branches, where the Branch would not otherwise be represented on Council by one of the above. 4.3 The President 4.3.1 The President shall hold office for 2 (two) years. 4.3.2 In the case of a Vice-President who succeeds the President during the latter's term of office, the residual period of Presidency assumed, will be in addition to the following full term of office, unless decided otherwise by Council. 4.4 The Vice-President 4.4.1 The Vice-President shall be elected by Council from within its ranks at the first Council Meeting following the Annual General Meeting. 4.4.2 The Vice-President shall automatically succeed the President after the latter's term of office has expired. 4.4.3 In the event that the Vice-President assumes the Presidency from the President during the latter's term of office, Council shall elect a new Vice-President at the next Council Meeting. 4.4.4 The same procedure shall be followed if the post of Vice-President falls vacant for any other reason. 4.4.5 The Vice-President so elected shall serve the unexpired term and become President in the ensuing term. 4.5 The Immediate Past President The Immediate Past President shall be a member of the Council for the 2 years following his or her term of office. 4.6 The Honorary Secretary 4.6.1 The Honorary Secretary shall serve for a period of 2 (two) years. 4.6.2 Should a vacancy occur during his term of office, the functions and responsibilities of the Honorary Secretary shall devolve upon the Assistant Secretary, for the balance of the 2 (two) years. 4.6.3 The vacancy thus created among the six elected councillors, will be filled by the candidate with the next highest number of votes in the previous election. 4.7 Honorary Treasurer 4.7.1 The Honorary Treasurer shall serve for a period of 2 (two) years 4.7.2 Should a vacancy occur the same rule will apply as in 4.6.2 and 4.6.3 4.8 Elected Councillors 4.8.1 The six elected members of Council will hold office for 2 years. 4.8.2 Half of these shall retire in alternate years. 4.8.3 Should a vacancy occur, the remaining term of office would be filled by the candidate receiving the next highest number of votes at the previous election. 4.9 The Representative of the College of Anaesthetists of South Africa should be a full member of Council and be nominated by the College of Anaesthetists of the Colleges of Medicine of South Africa on an annual basis. 4.10 The Associate Representative. 4.10.1 The Associate Representative would hold office for 2 years. 4.10.2 Election would take place at the same time as that for the six elected Councillors. 4.10.3 The Associate Representative would be an Associate member in good standing. 4.10.4 Only Associate members would participate in the election of the Associate Representative. 4.10.5 Associate members would be entitled to vote for the Associate Representative only. 4.11 The Trainee Representative 4.11.1 The Trainee Representative would hold office for 2 years. If the individual ceases to be a registrar in that time, the appointment will run to the end of that council. 4.11.2 Election would take place at the same time as that for the six elected Councillors. 4.11.3 The Trainee Representative would be a Trainee member in good standing. 4.11.4 Only Trainee members would participate in the election of the Trainee Representative. 4.11.5 Trainee members would be entitled to vote for the Trainee Representative only. 4.12 Branch Representatives 4.12.1 A representative from each of the Branches of The Society which would otherwise not be represented on Council, shall be elected for a period of one year by the Committee of the Branch concerned. 4.12.2 The Representatives of the Branches shall be elected at the first meeting of the said Executive and shall serve for 1 year. 4.12.3 The Representative of a Branch of the Society may have a Branch nominee who will attend Council Meetings in their stead if the need arises. The secundus must be a member of the Society in good standing, and will have full voting rights on the Council. 4.13 The Assistant Secretary 4.13.1 An Assistant Secretary shall be elected at the first meeting of the Council from among the members of the Council. 4.13.2 The functions and responsibilities of the Honorary Secretary shall devolve upon the Assistant Secretary in the absence of the former. 4.14 Election of Council members, Honorary Secretary and Honorary Treasurer 4.14.1 All retiring office bearers and Council members are eligible to offer themselves for re-election 4.14.2 Nominations shall be invited not later than two months before the Annual General Meeting from all full members of the Society 4.14.3 Prescribed forms bearing the signatures of the proposer and seconder and consent of the nominee must reach the Secretary within 21 days of the issue of nomination forms. 4.14.4 Voting will take place by post. 4.14.5 Voting papers shall be sent out within 7 days of closure of nomination and returned to the Secretary within 21 days of date of issue. 4.14.6 All voting papers received by the Secretary shall be handed to an electoral officer appointed by the Council and a record of the voting shall be kept for the ensuing year. 4.15 Ex Officio Members 4.15.1 All full members in good standing of the Society who are members of: 4.15.1.1 The Federal Council of the SAMA shall be ex-officio members of the Council. 4.15.1.2 A Branch Council of the SAMA shall be ex officio members of the local Branch committee of the Society where a properly constituted Branch exists. 4.15.2 Should an elected member of Council excluding the stated office bearers (President, Vice-President, mmediate Past President, Honorary Secretary, Honorary Treasurer) become a member of the Federal Council, the member will be deemed to have become an ex-officio member of the Council, creating a vacancy for a further elected member. 4.15.3 Such a vacancy shall be filled by the candidate who at the preceding ballot, received the next highest number of votes. 4.16 The Executive of the Council shall consist of: 4.16.1 The President 4.16.2 The Vice-President 4.16.3 The Honorary Secretary 4.16.4 The Honorary Treasurer 4.16.5 The Immediate Past President 4.16.6 The Assistant Secretary 4.17 Indemnity Every Council member of the Society shall be indemnified by the Society against losses and expenses incurred or any other liabilities arising out of discharge of official duties of the Society, whether this refers to a contract entered into or any act or deed that is done. 4.18 Insurance 4.18.1 The Council shall effect insurance for personal accident for members engaged on or in Society business. 4.18.2 The Society shall not be liable for any claim in excess of the amount covered by the policy. 5. ADMINISTRATION AND POWERS OF THE COUNCIL 5.1 The Honorary Secretary of the Council shall conduct the correspondence of the Society, shall keep a record of all transactions and shall arrange the agenda for the Annual General Meeting. 5.2 The Honorary Treasurer shall receive all monies due to the Society and shall present an audited balance sheet at the Annual General Meeting. The financial year ends on the 31st December. 5.3 Operation of all the accounts of the Society shall be by the Honorary Treasurer and any other Council member(s) appointed by the Council. 5.4 The Council is entitled to formulate and alter Bylaws for the conduct and management of the affairs of the Society, provided the Bylaws are in accordance with the Articles and Bylaws of the SAMA. These changes shall become operative immediately and be confirmed at the next Annual General Meeting of the Society. 5.5 At the first meeting of a new Council, the Council shall appoint subcommittees for the ensuing year. Additional subcommittees may be appointed by the Council at any subsequent meeting. 5.6 The Council has the right to co-opt members to the Council and to its subcommittees for the duration of that Council's term of office. 5.6.1 The Council may delegate the power to co-opt members to its subcommittees. 5.6.2 The co-opted member shall have voting rights and may be nominated to represent the Society. 5.7 The Council shall meet from time to time, as necessary, but not less than twice during its term of office. 5.8 Any member of the Council, other than an ex-officio member, who fails to attend three consecutive meetings without leave of absence shall cease to be a member of the Council. 5.9 Notice of Council Meetings shall be sent to each member of the Council at least one month prior to the meeting. 5.10 Extraordinary Council Meetings. 5.10.1 An Extraordinary Council Meeting may be called at the request of: 5.10.1.1 A simple majority of the Executive Committee 5.10.1.2 A simple majority of the Council. 5.10.1.3 Ten days notice must be given of such an Extraordinary Meeting. 5.11 Requirements for Taxation Exemption 5.11.1 The income and property of the Society when so ever derived shall be applied solely towards the promotion of its main object, and no portion therefore shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever, to the members of the Society, or to its controlling or controlled body, provided that nothing herein shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Society or to any member thereof in return for any services actually rendered to the Society. 5.11.2 Upon winding-up, deregistration or dissolution the assets of the Society remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution having objects similar to its main object, which is itself exempt from income tax in terms of section 10(1)(cB)(ff) of the Income Tax Act, to be determined by the members of the Society or at the time of its dissolution or, failing such determination by the Court. 5.11.3 Any amendments to the Constitution of the Society will be submitted to the Commissioner for the South African Revenue Service 5.11.4 The Society may not have the power to carry on any business, including inter alia, ordinary trading operations in the commercial sense, speculative transactions, and dividend stripping activities as well as the letting of property on a systematic and regular basis. 5A CONTRACTUAL MATTERS 5A.1 The Council is hereby empowered:- 5A1.1 to negotiate, collectively on behalf of all members of the Society, with organization health care systems, being systems which manage the elements of cost of, access to and quality of delivery of health care services, or in the context any one or combination of such elements, and which include, without limiting the generality of the aforegoing, traditional medical schemes, managed health care organizations, management services organization and administrators (hereinafter referred to as "funders of health care services"; 5A1.2 to contract with the funders of health care services and to conclude agreements relating to the objectives of the Society as set out in Article 2 of the Constitution, the terms of which shall be binding on all members of the Society; 5A1.3 to form and have registered a legal entity for the purpose of conducting commercial transactions which shall include but not be confined to the transactions stated in the paragraphs 5A1.1 and 5A1.2 above. 5A.2 Without derogating from the generality of the provisions of clause 5A.1.1, members of the Society shall be deemed to be bound by the terms of any agreements concluded by the Council in respect of tariffs in terms of this clause 5A, by virtue of their membership to the Society. 5A.3 All costs of and incidental to the negotiation and preparation of agreements negotiated with the funders of health care services by the Council on behalf of the Society’s members, shall be borne by the Society. 6. REIMBURSEMENT OF EXPENSES Subject to the approval and discretion of the Council 6.1 The return airfare of the President, Honorary Secretary and Honorary Treasurer to attend the Annual General Meeting shall be subsidised. 6.2 All expenses approved by the Council and incurred in performing duties of the Society shall be subsidised by the Society. 7. CONGRESS ACTIVITIES National, Regional and international anaesthesia congresses within the borders of South Africa will form part of the normal activities of SASA in [n providing Continuous Professional Development (CPD) Each Congress: 7.1 Will have a committee duly elected by a responsible body of the Society comprising: 7.1.1 A Chairman 7.1.2 A Secretary 7.1.3 A Treasurer 7.1.4 Three committee members (minimum) 7.2 The organising committee shall: 7.2.1 establish a separate bank account 7.2.2 report back to SASA Council at every Council meeting until winding up of the affairs of said Congress 7.2.3 Maintain audited accounts 8. BRANCHES 8.1 The Council may approve the formation of Branches, provided that approval shall be ratified at the succeeding Annual General Meeting of the Society. 8.2 All Branches shall: 8.2.1 Have a Constitution approved by the Council of the Society. 8.2.2 Elect a Committee consisting of 8.2.1 A Chairman, 8.2.2 A Honorary Secretary / Honorary Treasurer, and 8.2.3 At least 3 additional full members. 8.3 Should the Branch not be otherwise represented on Council, the Committee of the Branch shall elect one of its members to be its representative to serve on the Council for a period of one year. 8.4 The members of the Council shall be ex-officio members of the local Branch Committee where a properly constituted Branch exists. 8.5 The Annual General Meetings of the Branches shall be held at least 2 (two) months prior to the Annual General Meeting of the Society, except where special permission has been obtained from the Council. 8.6 The Branches may be allowed independent action in purely domestic matters, provided such action is consistent with the general policy of the Society and the SAMA. 8.7 A full report in writing of the activities of the Branch shall be submitted annually by the Honorary Secretary of the Branch to the Honorary Secretary of the Society. 8.8 Amendments to branch constitutions must be ratified by the Council. 9. MEETINGS 9.1 The Society shall meet annually. 9.2 Twelve members of the Society shall constitute a quorum at any General Meeting of the Society, provided that 50% of the Branches are represented. 9.3 A simple majority of the Council shall constitute a quorum at any meeting of Council. 9.4 The President shall preside at the Annual General Meeting, or any meeting of the Council, or failing him, the Vice-President, or failing him, a member specially elected for this purpose from amongst those present. 9.5 Notification of the Annual General Meeting shall be sent to each member three months prior to the Meeting. Additional notification and the agenda shall be sent in writing not less than 21 days before the meeting. 9.6 An Extraordinary General Meeting of the Society 9.6.1 An Extraordinary General meeting of the Society may be requisitioned by: 9.6.1.1 A simple majority of the Executive Council. 9.6.1.2 A simple majority of the Council. 9.6.1.3 Ten percent of Society members in good standing . 9.6.1.4 Fifty percent of the branches 9.6.2 Such a request must be made in writing. 9.6.3 Fourteen day's notice shall be given of such an Extraordinary General Meeting. 9.7 Voting 9.7.1 Only full members in good standing shall have the right to vote. 9.7.2 The President shall be entitled to a casting vote 9.7.3 Voting by proxy shall be permitted according to the Articles of the SAMA. 9.8 Reports The Presidential Report, being a report of the Society's activities for the last 12 months, and a copy of the Honorary Treasurer's report for the period, shall be submitted to the Secretary General of the SAMA within 30 (thirty) days of the Annual General Meeting. 10. SUBSCRIPTIONS 10.1 Subscriptions and levies shall be determined from time to time by the Society at its Annual General Meeting, provided that notice of motion to alter the existing subscriptions shall have been given with notice of the Annual General Meeting. 10.2 A single account shall be submitted incorporating the following: 10.2.1 Membership subscription to the Society. 10.2.2 Membership subscription to the Branches of the Society, to which a member may belong. 10.2.3 The Jan Pretorius Scientific Fund and Visiting Lecturer Fund and/or any other levy which may from time to time be in force. 10.3 The Honorary Secretary of a Branch shall one month before the Annual General Meeting submit a full, classified membership list of his branch to the Honorary Treasurer of the Society. 11. TERMINATION / SUSPENSION OF MEMBERSHIP 11.1 Every member shall remain a member until his membership is terminated either by 11.1.1 Death, or 11.1.2 Resignation in writing addressed to the Honorary Secretary of the Society, or 11.1.3 By decision of the Executive Committee or Council. 11.2 Membership shall be suspended if, after one year, the subscriptions due are not paid by the end of the listed financial year. 11.2.1 Such suspension shall be reported in the Honorary Treasurer's annual report. 11.2.2 Reinstatement of such members is made on payment of arrear subscriptions for the year of default, or any other terms, conditions or concessions that the Council at its discretion may wish to make. 11.3 During the period of suspension a member shall neither vote nor hold office in the Society either on the Council or on the local Branch Committee. 11.4 No member may hold office unless in good standing. 12. AMENDMENT OF THE CONSTITUTION 12.1 The constitution may only be amended at an Annual General Meeting or at an Extraordinary General Meeting. 12.2 Written notice of the proposed amendment shall have been given 90 (ninety) days previously. 12.3 Any alteration to the Constitution shall only be adopted if it receives a two-thirds majority of the votes cast at the meeting. 12.4 Any amendment of the Constitution of the Society shall be approved by the Federal Council of the SAMA before becoming operative. 13. FINANCIAL MATTERS Any Financial matter shall be approved by two thirds of the members present at a Council or General Meeting. 14. AUDITORS Auditors shall be appointed annually by the Annual General Meeting. 15. DISSOLUTION If upon the winding-up or dissolution of the Society, there remains after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to another body or bodies designated by the members present at the Final General Meeting.