MEMORANDUM OF
ASSOCIATION OF
THE SOUTH AFRICAN
SOCIETY OF PSYCHIATRISTS
(ASSOCIATION INCORPORATED UNDER SECTION 21 OF
THE COMPANIES ACT, 1973, REG NO
- NAME
- The name of the Society is the " South African
Society of Psychiatrists" (Association incorporated under
Section 21 of the Companies Act, 1973)", hereinafter
referred to as the Society.
- The literal translation of the name in Afrikaans is die
"Suid -Afrikaanse Psigiatriese Vereniging" (Vereniging ingelyf
kragtens Artikel 21 van die Maatskappywet, 1973)".
- The financial year-end of the Society is 30 June.
- The registered office of the Society shall be at, Dept. of
Psychiatry University of the Witwatersrand, 7 York Rd ,
Parktown, 2193, Republic of South Africa . (needs to change to
current address)
- PURPOSE DESCRIBING THE MAIN BUSINESS
The main business of the Society is:
- To promote, maintain and protect the honour and interest
of the discipline of Psychiatry as a medical speciality and to
serve the community.
- MAIN OBJECTS
The main objects of the Society are:
- To foster good relationships among the members
of the Society.
- To promote cooperation with other associations involved in
Mental Health.
- To monitor, evaluate and advise on policies related to the
delivery of clinical services and the protection of patients'
rights.
- To promote research appropriate to Psychiatry in South
Africa .
- To promote appropriate training and evaluation of standards
of undergraduate and postgraduate students in Psychiatry.
- To promote continuing education in Psychiatry.
- To maintain standards in Psychiatry by Peer Review.
- To promote and uphold the principles of human rights,
dignity and ethics in the practice of Psychiatry.
- To oppose unfair discrimination in the field of Psychiatry.
- ANCILLARY OBJECTS OF THE SOCIETY
To promote the de-stigmatization of Psychiatry and increase the
awareness of mental illness.
- POWERS
- To purchase, take on lease, exchange, hire, or
otherwise acquire any real and personal property and any
rights or privileges necessary or convenient for the purpose
of the Society.
- To sell, improve, manage, develop, lease, mortgage, dispose
of, turn to account or otherwise deal with all or any part of
the property of the Society .
- To invest and deal with the moneys of the Society not
immediately requiring investment, in such manner as may from
time to time be determined, including depositing any funds
received by the Society at a bank decided upon by the Board.
- To borrow any moneys required for the purposes of the
Society upon such terms and against such securities as may be
determined.
- To pay from the funds of the Society all costs, charges,
and expenses preliminary and incidental to the promotion,
formation, establishment, registration, and advertising of the
Society .
- To do all such other lawful things as may be incidental or
conducive to the promotion or carrying out of the foregoing
objects or any one of them, and to enter into agreements with any
person in order to achieve any of the aforementioned objects.
- To register the emblem of the Society with the Bureau of
Heraldry.
- The specific powers or part of any powers of the Society ,
if any, which are excluded from the plenary powers set out in
Schedule 2 to the Act:
The power referred to in (s) is excluded.
- The specific powers or part of any specific powers of the
Society set out in Schedule 2 to the Companies Act which are
qualified under Section 34 of the Companies Act:
- Paragraph (k), which is amended to read as follows:
To form and have an interest in any company or companies or
associations having similar objects to the Society for the
purpose of acquiring the undertaking or all or any of the assets
or liabilities of the company or for any other purpose which may
seem, directly or indirectly, calculated to benefit the company,
and to transfer to any such company or companies, the
undertaking or all or any of the assets or liabilities of the
company.
- Paragraph (l), which is amended to read as follows:
To become a member of or subscribe to or affiliate with any
other organisation, whether incorporated or not, having objects
similar to those of the Society .
- Paragraph (m), which is amended to read as follows:
To take part in the management, supervision, and control of the
business or operations of any other company or business having
the same or similar objects as the Society , and to enter into
partnerships with other companies or businesses having the same
or similar objects as the Society .
- Paragraph (n), which is amended to read as follows:
To remunerate any person or persons in cash for services
rendered in the formation or development of its business.
- Paragraph (o), which is amended to read as follows:
To make donations, except to members or directors.
- Paragraph (r), which is amended to read as follows:
To pay gratuities and pensions, and establish pension schemes in
respect of its bona fide employees.
- The Society is an association not for gain.
ARTICLES OF
ASSOCIATION OF
THE SOUTH AFRICAN SOCIETY OF PSYCHIATRISTS
(ASSOCIATION INCORPORATED UNDER SECTION 21 of the Companies Act,
1973,
(REG NO 20 05 / 00136 / 08 )
- INTERPRETATION
In these Articles the following words and expressions shall
bear the meaning given below unless the contrary appears from
the context:
1.1 The Society shall mean the South African Society of
Psychiatrists (SASOP);
1.2 Constitution shall mean the Constitution of the South
African Society of Psychiatrists;
1.3 Division shall mean a Division constituted in terms of
Clause 3.3 of the Articles of Association;
1.4 Executive Committee shall mean the Executive Committee
constituted in terms of Clause 3.2 of the Articles of
Association;
1.5 Management Committee shall mean the Management Committee
constituted in terms of Clause 3.6 of the Articles of
Association;
1.6 Member shall mean a member of the South African Society of
Psychiatrists as defined in Clause 2 of the Articles of
Association;
1.7 SAMA shall mean the South African Medical Association
(SAMA);
1.8 Special Interest Group shall mean a Special Interest Group
constituted in terms of Clause 3.4 of the Articles of
Association;
1.9 Subgroup shall mean a Subgroup of the South African
Society of Psychiatrists established in terms of Clause 6 of
the Memorandum of Association;
1.10 Sub Region shall mean a geographical area of the Republic
of South Africa , demarcated in terms of Clause 10.2. of the
Constitution, within which the subgroups shall operate; and
1.11 Task Team shall mean a team appointed in terms of Clause
3.5 of the Articles of Association.
- MEMBERSHIP
Membership shall be at the discretion of the Executive
Committee.
Membership of the Society shall consist of the following:
2.1 FULL MEMBERS
2.1.1 Any person who is a Psychiatrist registered with the
Health Professions Council of South Africa (HPCSA) is eligible
for full membership.
2.1.2 Full Members shall be required to pay membership fees and
shall have voting powers.
2.3 ASSOCIATE MEMBERS
2.2.1 Any person who is a Medical Practitioner registered with
the Health Professions Council of South Africa (HPCSA) is
eligible for associate membership.
2.2.2 Associate Members shall be required to pay membership
fees but shall not have voting powers.
2.3 HONORARY MEMBERS
2.3.1 Honorary membership of the Society may be conferred on a
person at a General Meeting on the recommendation of the
Executive Committee.
2.3.2 Honorary Members shall not be required to pay membership
fees and shall not have voting powers.
2.4 LIFE MEMBERS
2.4.1 Life membership may be granted on application to the
Society to a Full Member over the age of 60 years and who has
been a member of good standing for at least 15 years.
2.4.2 Life Members shall not be required to pay membership fees
but shall have voting powers.
2.5 INTERNATIONAL FULL MEMBERS
2.5.1 Psychiatrists residing outside the Republic of South
Africa and registered with an appropriate professional body may
apply for International Full Membership.
2.5.2 International Full Members shall be required to pay
membership fees but shall not have voting powers.
2.6 INTERNATIONAL ASSOCIATE MEMBERS
2.6.1 Medical Practitioners residing outside the Republic of
South Africa and registered with an appropriate professional
body may apply for International Associate Membership.
2.6.2 International Associate Members shall be required to pay
membership fees but shall not have voting powers.
2.7. PENSIONER MEMBERS
2.7.1. Medical Practitioners who are on pension and not
employed or practicing may apply for Pensioner Membership.
2.8. Applications for Full, Associate, Life and Pensioner
membership shall be submitted, on the application form set out
in the First Schedule to the Constitution, to the Honorary
Secretary of the Subgroup in whose sub region such applicant is
resident and shall be accompanied by:
2.8.1. Personal and professional details as set out in the
Second Schedule to the Constitution; and
2.8.2 Membership fees in respect of the year in which the
application is made.
2.8.3 These applications shall be submitted to the Honorary
Secretary of the Society together with the recommendation of the
Executive Committee of the Subgroup concerned.
2.9. Applications for International Full Membership and
International Associate Membership, on the application form set
out in the First Schedule to the Constitution, shall be
submitted to the Honorary Secretary of the Society and shall be
accompanied by :
2.9.1 Personal and professional details set out in the Second
Schedule to the Constitution; and
2.9.2 The membership fees in respect of the year in which the
application is made.
2.10 Every member of the Society shall remain a member until
his or her membership is terminated by:
2.10.1 Resignation in writing addressed to the Honorary
Secretary of the Society;
2.10.2 By a decision of the Executive Committee; or
2.10.3 Failure to pay the prescribed membership fees before the
due date.
2.11 Reinstatement may be granted on application to and
approval by the Executive Committee after the payment of dues.
2.12 The Honorary Secretary shall keep and maintain two
registers of all members of the Society. One such register shall
be kept alphabetically on a national basis and the other
alphabetically but divided according to the geographic sub
regions in which the Subgroups operate.
- BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
The general direction and control of the policy and affairs of
the Society shall be vested in the Board of Directors.
3.1 THE BOARD OF DIRECTORS
The Board of Directors shall consist of the following Members:
3.1.1 The President
3.1.2 The Past President
3.1.3 The President Elect (Vice President)
3.1.4 The Honorary Secretary
3.1.5 The Honorary Treasurer
3.1.6 Convenors of SASOP P3 and the SASOP SESIG Special
Interest Groups
3.1.7 Convenors of Divisions - ex officio
3.1.8 Convenors of Task Teams - ex officio .
3.2 All ex officio appointments shall be subject to
the approval of the Executive Committee following consultation
with the nominating group and these members will not have voting
rights.
3.3 Subject to the provisions of the Act and the Memorandum of
Association and the Articles of the Association, the Board shall
serve as the equivalent of the board of directors of an ordinary
company.
3.4 Fifty (50) percent of the Board shall form a quorum.
3.5 A post of director shall be vacated if the incumbent
thereof:
3.5.1 is prohibited from being a director on account of the
provisions of the Companies Act relating to the disqualification
of directors of companies;
3.5.2 by written notice to the Society and the Registrar of
Companies, resigns from his/her post;
3.5.3 is absent from more than three (3) consecutive Board
meetings without permission from the Chairperson;
3.5.4 omits to declare in the manner required by the Companies
Act, that he/she has a material interest in any way, whether
directly or indirectly, in a contract which has been entered
into by the Society or which is about to be entered into, or in
any financial or other matter;
3.5.5 he/she ceases to be a Full Member of the Society ,
3.6 Should a vacancy occur in the ranks of the members of the
Board for whatever reason, the Board may appoint a substitute
provided that such appointment shall only last up to and
including the first Annual General Meeting, provided that:
3.6.1 a substitute for the Board member referred to in Article
3.2.5 shall be appointed by the Executive Committee;
3.7 THE EXECUTIVE COMMITTEE
3.7.1 The Executive Committee shall consist of the following
members:
3.7.1.1 The President
3.7.1.2 The Past President.
3.7.1.3 The President Elect (Vice President).
3.7.1.4 The Honorary Secretary.
3.7.1.5 The Honorary Treasurer.
3.72 The Executive Committee shall, subject to the ratification
by the Board of Directors, have the power to co-opt additional
members.
3.8 THE NATIONAL COUNCIL
3.8.1 The National Council shall consist of the following
Members:
3.8.1.1 The President
3.8.1.2 The Past President
3.8.1.3 The President Elect (Vice President)
3.8.1.4 The Honorary Secretary
3.8.1.5 The Honorary Treasurer
3.8.1.6 Convenors of all Special Interest Groups
3.8.1.7 Convenors of all Divisions
3.8.1.8 Convenors of all Task Teams
3.8.1.9 Chairpersons of all Subgroups
3.8.2 The Council shall convene at least once per annum. The
meetings of the Council shall be held at such times and places
as may be determined by the Council or the Board.
3.8.3 Notices of all meetings shall be posted by the Secretary
General to all Councillors at least twenty-one (21) intervening
days before each meeting.
3.8.4 The President shall act as Chairperson of the Council,
but in the case of his/her absence or non-availability, the
President-elect shall exercise the powers of the Chairperson.
3.8.5 The National Council does not have any executive powers,
and shall refer all matters for decisions to the Board of
directors.
3.9 DIVISIONS
3.9.1 The Board of Directors may, for the sound administration
of the finances and affairs of the Society, create Divisions and
allocate specific tasks to such Divisions as set out in Schedule
4.
3.9.2 The Executive Committee, subject to ratification by the
Board of Directors, shall appoint heads and members of
Divisions. (Except for the editor of the SAJP and the
President of the College of Psychiatrists , appointed by the
College and the Editor of
www.sasop.co.za ).
3.9.3 The President of the College of Psychiatry of South
Africa shall be, ex officio , the Head of the Education
and Training Division. The purpose of the Division shall be to
promote undergraduate and postgraduate training.
3.10 SPECIAL INTEREST GROUPS
3.10.1 Members of the Society may, as the need arises, form
Special Interest Groups as set out in Schedule ?. Such groups
shall select a convenor and shall have a constitution, which is
not in conflict with the Constitution or Policies of the
Society.
3.11 TASK TEAMS
The President may appoint Task Teams, allocate tasks to them and
appoint the Convenor and members thereof as set out in Schedule
?.
3.12 TERMS AND CONDITIONS OF OFFICE
3.12.1 The term of office of all elected and ex officio
directors/ members shall be two years. (except for the
Editor of the SAJP, the President of the College of
Psychiatrists and the Editor of
www.sasop.co.za ), whose appointments could exceed four
years).
3.12.2 The maximum uninterrupted term in the same office shall
not exceed four years. (except for the Editor of the SAJP, the
President of the College of Psychiatrists and the Editor of
www.sasop.co.za ), whose appointments could exceed four
years.
3.12.3 The terms of entrance to the office of members of the
Board of Directors shall, as far as is possible, be staggered to
ensure continuity.
3.13 There should be no conflict of interest in relation to the
office held.
3.14 MEETINGS
3.14.1 The Board of Directors shall, as far as possible, meet
at least once every three months.
3.14.2 The Executive Committee shall, as far as possible, meet
once every month.
3.14.3 Notice of all meetings referred to in Clause 3.8.1 and
3.8.2 shall be given in writing to members at least ten days
prior to the date of such meeting.
3.14.4 It shall be obligatory for members of the Executive
Committee to attend at least eight (8) meetings per year.
Failure to attend the prescribed minimum of meetings per year,
without valid reason, will result in the automatic suspension of
the member's position.
3.15 MINUTES OF MEETINGS
3.15.1 GENERAL, BOARD OF DIRECTORS, NATIONAL COUNCIL AND
EXECUTIVE COMMITTEE MEETINGS
3.15.1.1 The Honorary Secretary shall, writing or in a book or
electronically keep for this purpose, records of the proceedings
of all meetings.
3.15.1.2 The minutes shall be submitted to the next succeeding
meeting for approval and be signed by the Chairman.
3.15.1.3 Copies of the minutes of General Metings, the
Executive Committee, the Board of Directors and the National
Council meetings shall be circulated to the Board of Directors
for information and action, if necessary.
3.15.2 TASK TEAM, DIVISION AND SPECIAL INTEREST GROUP MEETINGS
3.15.2.1 The Convenors of Task Teams and Special Interest
Groups and the Heads of Divisions shall cause to be recorded, in
writing in a book or electronically keep a record for this
purpose, the proceedings of all meetings of the Task Teams,
Divisions and Special Interest Groups.
3.15.2.2 The minutes shall be submitted to the succeeding
meeting of the Task Teams, divisions or Special Interest Groups
for approval and be signed by the Convenor or Head.
3.15.2.3 A copy of the minutes of such meetings shall be
submitted to the Executive Committee within 30 days of the date
of the meeting for information and action, if necessary.
- GENERAL MEETINGS
- T he President shall be the Chairman of all general
meetings.
- In the absence of the President, the President Elect (Vice
President) shall act as Chairman of all general meetings.
- In the absence of both the President and the President Elect
(Vice President), the general meeting shall elect one of its
members present at the meeting to act as Chairman.
- The South African Society of Psychiatrists will have a
General Meeting annually. The Annual General Meeting, will be
held as far as is practical, during the National Congress of
Psychiatry.
- An Annual General Meeting and a meeting convened for the
passing of a special resolution, must be convened by at least
twenty-one (21) intervening days' written notice, and any other
General Meeting must be convened by written notice of at least
fourteen (14) intervening days, which notice must comply with the
requirements of the Act. The day upon which the notice is served
or is deemed to be served and the day for which it is given,
shall be excluded from the calculation of the period of the
notice, and the notice shall mention the place, the day and the
time of the meeting and must further be given in the manner
mentioned hereunder or in such other manner as may be prescribed
by the Society at a General Meeting.
- The notice referred to must contain an agenda with
sufficient particulars of the matters to be placed before the
meeting so as to enable members to judge whether or not they wish
to attend the meeting, and shall be forwarded to Full and
Unattached Members. Despite the fact that any General Meeting is
convened by shorter notice than that prescribed in this Article,
it shall be deemed to have been properly convened if agreed to by
a majority of ninety-five per cent (95%) of the members who are
entitled to attend the meeting and vote at it.
- Only Full Members, Life Members, Honorary Members and
Pensioner Members have voting powers at a General Meeting.
- Special General Meetings of the Society may be held from
time to time and shall be called by the Executive Committee at
the written request of six members of the Society.
- A quorum at the General Meeting is 20% of the current total
membership. If a quorum is not present the Chairman shall give
notice of a meeting not less than 14 days hence. Members present
at that meeting shall constitute a quorum.
- The business of a General Meeting shall be set forth in a
notice convening the meeting subject to the following conditions:
- No business, other than that for which the
original meeting was called shall be discussed without
written notice thereof having been given to the Honorary
Secretary at least seven (7) days prior to the meeting. Any
other matter for discussion shall only be considered if
sanctioned by two-thirds of the members present at the
meeting.
- The President may table any matter of urgency.
- The majority of members present and eligible to vote shall
decide all matters coming before any general meeting. The
Chairman may exercise a deliberative vote and shall give a
casting vote in all equality of voting.
- The President shall submit to the Annual General Meeting:
- A report setting out the activities of the Executive
Committee and the Board of Directors since the last annual
meeting; and
- The reports referred to in Clauses ?
- PROXIES
- A Full Member, a Life Member, a Honorary
Member and a Pensioner Member shall be entitled to appoint
a proxy to be present, to debate, and to vote at a General
Meeting on his/her behalf, provided that such appointment
shall only be valid if it complies with the following:
- Each of these members may appoint five proxies and then
only for a specific meeting, and if more than one proxy is
appointed by him/her (either as an alternative or otherwise),
only the appointment of the first-mentioned person in the proxy
form is valid.
- The proxy himself/herself shall be a one of the voting
members of the Society.
- Such appointment must be in writing under the hand of the
grantor of the proxy (and not someone who acts as his/her agent)
and shall refer to a specific Annual General Meeting or an
Extraordinary General Meeting only, and shall further be
substantially in accordance with the form set out in Schedule 1
hereunder. If the specific General Meeting to which the proxy
relates, is not identified by reference to the date thereof, the
proxy shall be invalid. If the proxy refers to more than one
General Meeting which is thus identified, it shall be valid only
for the first of such meetings, including any adjournment
thereof. An original signed copy thereof, or a copy thereof
certified by a notary, must be received by the Office at least
forty-eight (48) hours before the appointed time for the holding
of the meeting to which the proxy relates. Any appointment which
is not received in time as aforementioned shall not be valid,
and this also applies to adjournment of the meeting concerned
even if such adjourned meeting is resumed more than forty-eight
(48) hours after the documents have been received by the Office.
- In calculating the forty-eight (48) hour period referred
to in Article 5.1.3, Saturdays, Sundays, and public holidays
shall not be taken into account.
Any appointment as aforementioned expires upon the termination
of the General Meeting to which it relates.
- On any vote at the meeting to which his/her appointment
relates, whether such voting takes place by a show of hands
or by ballot, a proxy shall, in addition to his/her own
vote, have one vote for each of the voting members whom
he/she represents.
- In the absence of any instruction (which must be
expressly stated in the document to which reference is made
in Article 5 .3), a proxy may vote as he/she deems fit.
- Any reasonable instructions may be given verbally or in
writing to a proxy with regard to the deliberation on any
resolution which shall be put up for consideration, but
his/her failure in giving effect to such instructions:
- does not affect the exercise of the vote to which
he/she is authorized (provided the vote is cast in
accordance with any instruction as provided in Article 6.5);
and
- does not affect the validity of any resolution taken
at such a meeting.
- VOTING
- All members of the Executive Committee
shall be elected at the Annual General Meeting.
- Members not elected at the Annual General Meeting, but
serving on the Board of Directors, should be elected at the
Annual General Meetings of SASOP P3 and SASOP SESIG and
approved by the Annual General Meeting.
- Nominations must be received by the Honorary Secretary
prior to the meeting and must carry the signature of the
candidate and two voting members (a proposer and seconder)
and accompanied by a manifesto and CV. The election of the
President shall be governed by section 6.8.
- The credentials of all candidates shall be presented to
the members at the meeting.
- Votes may either be cast personally or by proxy in the
form set out in Schedule 1 of the Articles of Association.
Proxies shall be submitted to the Honorary Secretary before
the commencement of the meeting. No candidate shall hold
more than five (5) proxies.
- Voting at General Meetings shall be by means of a show
of hands or, if so requested by the majority of members
present at the voting, by secret ballot.
- The President shall hold office from the completion of
business of the Annual General Meeting (AGM) to the
completion of business of the AGM of two years later.
- Election process for President:
- The President will be elected two years before taking
office and will be an ex officio member of the Executive
Committee as President Elect.
- After holding office for two years the President will
continue in an ex officio role on the Executive Committee as
Past President for two years.
- Six months before the Annual General Meeting (at which
there will be a change of President), the Executive Committee
shall instruct the Secretariat to call for nominations for the
position of President of SASOP.
- A call for nominations will be circulated to all SASOP
members.
- Nominations are to be signed by the nominee and five SASOP
members who are in good standing.
- Nominations are to be received by the Honorary Secretary of
the SASOP Executive within 5 weeks of the mailing of the notice
of the call for nominations. This period constitutes a deadline.
- A date and time for closing nominations shall be stated.
- When the list of nominations is complete each candidate
shall be asked to submit a Biographical Note and a Vision for
the Presidency not exceeding 400 words.
- The SASOP Secretariat will be responsible for circulating
ballot papers and the supporting biographical notes to all
members. An allowance for secret ballot via email will be
permissible.
- A return date for the ballot papers shall be 4 weeks after
mailing.
- Counting of votes shall be performed by an independent
auditor appointed by the Executive.
- The successful candidate for President Elect will have
received the highest number of votes and at least 40% of the
total votes.
- Should this not be achieved, there should be a revote
between the top 2 candidates; and then 2 candidates attaining
the highest number of votes.
- If the process of re-voting cannot be completed by the
Annual General Meeting, the President Elect will be announced
after that meeting by post, in Headline and via e mail.
- The name of the successful candidate for President Elect
shall be announced through the Subgroup Chairpersons and in
"Headline".
- The President Elect shall attend the meeting of SASOP
Executive for 2 years before taking office.
- SUBGROUPS
- It shall be competent for the Executive Committee,
subject to the approval of a General Meeting, to allow the
formation of Subgroups within the Society.
- The Executive Committee shall, from time to time,
demarcate the Republic of South Africa into geographic sub
regions within which such subgroups shall operate.
- Cognisance shall be taken of the boundaries of the nine
provinces within the Republic of South Africa when
demarcating the boundaries of the sub regions.
- It shall be the ideal of the Society to establish at
least one subgroup in each province as soon as membership
justifies such establishment.
- The Subgroups shall have powers of independent action
in local matters, provided that such actions are not in
conflict with the Constitution and Policies of the Society.
- Each established Subgroup shall adopt its own
Constitution / Memorandum & Articles of Association and
submit a copy thereof to the Executive Committee for
approval.
- Such Constitution / Memorandum & Articles of
Association shall make provision for the election, at a
general meeting, of a Chairman, Vice Chairman, Honorary
Secretary, Honorary Treasurer and three additional members
to form the Executive Committee of that Subgroup.
- Such Executive Committee shall have the power to co-opt
further members.
- The quorum shall consist of 20% of the members of the
Subgroup.
- The Subgroups shall submit to the Executive Committee
six-monthly reports in respect of their activities and
financial standing.
- MEMBERSHIP FEES
- An annual membership fee shall be payable by members of
the Society to provide funds for the achievement of the aims
and objectives of the Society.
- The General Meeting of the Society shall determine the
membership fees to be levied and shall include the levy payable
to the World Psychiatric Association.
- The members will be billed for the membership fees and
these will be collected on behalf of the Society by the Society
office, and are payable not later than the 30th of June of each
year.
- FINANCE
- FINANCIAL YEAR
- Unless otherwise decided at a General
Meeting, the financial year of the Society shall commence
of the 1st day of July and end on the 30th day of June of
each and every year.
- BOOKS OF ACCOUNT AND RECORDS
- The Board of Directors shall ensure that the
Honorary Treasurer keeps and maintains proper and adequate
books of account and records so as to fairly explain the
transactions and financial position of the Society,
including:
- a budget for the affairs of the Society
- a record of assets and liabilities of the Society
- a record of all sums of money received and expended by the
Society and the matters in respect of which such receipts and
expenditure occurred; and
- a register of all members of the Society and the payment by
them of membership fees.
- AUDIT
The Society shall, at the Annual General Meeting, appoint an
auditor for the purpose of auditing the financial statements of
the Society.
- FINANCIAL REPORTS
- The Auditor shall annually, within two
months from the end of the financial year, submit to the
Board of Directors his audit report on the finances of the
Society and a copy of the audited financial statements.
- The Board of Directors shall, at the first succeeding
General Meeting of the Society after the receipt of the
auditors' report, submit a copy thereof, together with its
comments thereon (if any), to such meeting for approval.
- The Honorary Treasurer shall submit to the Executive
Committee quarterly reports on the financial position of the
Society.
- Accounting records shall be kept at the Office or at such
other place or places which the Board of Directors deems fit,
and shall always be available for inspection by Board Members.
- The Board of Directors shall from time to time determine
whether and to what extent and at which times and places, and
under which conditions, the accounting records of the Society or
any portion thereof shall be available for inspection by the
members of the Society who are not Board members; save as is
provided, no member of the Society who is not a Board Member
shall be entitled to inspect the accounting records of the
Society except in so far as the Act grants such right or in so
far as the Board of Directors or a General Meeting has
authorised such inspection.
- The Board of Directors shall from time to time in
accordance with Sections 286 and 288 of the Act, cause to be
compiled annual financial statements and reports as are referred
to in those sections and shall submit them to the Annual General
Meeting. A copy of these statements and reports shall be
forwarded to the Registrar not less than twenty-one (21) days
before the date of the meeting.
- COMPLIANCE WITH FINANCIAL PROVISIONS
- Subgroups and Special Interest Groups and/or any group
afilliated with SASOP shall comply with the financial
provisions of the Society laid down in this Clause.
- AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF
ASSOCIATION
- Amendments and additions to the
Memorandum and Articles of Association shall be approved
by a two-thirds majority of members present at an Annual
General Meeting.
- Proposed amendments and /or additions to the Memorandum
and articles of association shall be submitted to the
Executive Committee at least 56 days prior to the date of
the Annual General Meeting.
- Notice of proposed amendments and / or additions to the
Memorandum and Articles of Association shall be included in
the notice convening such Annual General Meeting.
- DISSOLUTION OF THE SOCIETY
- Should the Society be dissolved, the
assets of the Society, including the assets of all
Subgroups and Special Interest Groups, shall be dealt with
in accordance with a resolution adopted at a General
Meeting specially convened for this purpose.
- Such disposal of assets shall be in the best interest
of the members of the Society.
- Should there be a free residue of the assets of the
Society upon its winding-up, dissolution, de-registration,
or liquidation, it shall be dealt with in compliance with
any applicable law(s).
- GENERAL PROVISIONS
The Society is a member of the World Psychiatric Association and
is committed to the declarations of Tokyo and Madrid .
- B Y-LAWS
The Board of Directors may make, alter or revoke by-laws for the
efficient management of the Society and its Subgroups.
- THE DISTINGUISHED AWARD FOR MERITORIOUS SERVICE TO
PSYCHIATRY IN SOUTH AFRICA
- This award shall be created and shall
take the form of a scroll.
- It shall be awarded at an Annual General Meeting of the
Society on the recommendation of the Board of directors.
- The award shall signify a high honour and shall not be
awarded for regular or valuable services.
- The award shall be made only to persons who have made a
significant contribution to Psychiatry in South Africa and
they need not be members of the Society.
- ORGANISATIONAL STRUCTURE
The organizational structure of the Society shall be as
diagrammatically set out in Schedule 2 of this Constitution.
Schedule 1
The document whereby a proxy is appointed shall be substantially
in the following form:
"THE SOUTH AFRICAN SOCIETY OF PSYCHIATRISTS"
I, ..............................(full name), of
.........................(address), being a Full Member/Life
Member of the abovementioned Society, do hereby
appoint...........................(full name), of
...................(address) (being a Full Member of the
abovementioned Society), as my proxy to vote in my name and on
my behalf at the Annual General Meeting or Extraordinary General
Meeting (as the case may be) of the Society to be held on
the......................... day
of.........................20.....................and any
adjournment thereof, as follows:
* Abstention * In favour of *Against
Resolution No.
Resolution No.
Resolution No.
Resolution with reference to
Resolution with reference to
(*Indicate instruction to proxy by way of a cross in the space
provided above).
(Give short description of the resolution if a number has not
been allocated to it in the agenda accompanying the notice of
the meeting).
Unless otherwise directed as indicated herein, my proxy may vote
as he thinks fit.
Signed at................................... on
.......................................................20...................................................
SIGNATURE
Schedule 2
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