Constitution

NAME

The name of the society shall be “CARDIAC ARRHYTHMIA SOCIETY OF SOUTHERN AFRICA” (hereafter referred to in this constitution as “the Society”).

LEGAL STATUS

The Society has been established not for gain and is, and shall continue to be, a body corporate, with perpetual succession and power to sue and be sued in its own name. The liability of members shall be limited to the amount of subscription due by them and they shall have no right to the property of the Society. The Society shall operate within the Republic of South Africa as a Special Interest Group on Arrhythmias (hereafter referred to in this constitution as ‘the Interest Group’) of the South African Heart Association (hereafter referred to in this constitution as ‘the Association’).

PURPOSE

The purpose of the Society is to advance the development of cardiac arrhythmia management in all its aspects.

OBJECTIVES

The Society shall
4.1 operate as an educational institution of a public character
4.2 provide specialised vocational training for medical specialists, doctors, nurses, paramedical and other health care workers, students, similar professionals and students to prepare them for work in the field of management of cardiac rhythm disturbances.
4.3 Represent the subspecialty to all relevant institutions.

MEMBERS

5.1 Classes of membership:
There shall be the following classes of members:
5.1.1 Regular members:
A Regular member is a member who is a registered health care professional. Regular membership is open to all South African and international health care professionals who are registered with their relevant professional bodies and who are not employed by commercial organizations. Each regular member shall have one vote.
5.1.2 Associate members:
An Associate member is a person employed by a commercial organization with an interest in the management of arrhythmias, a person with an interest in arrhythmias but not a registered health care professional or a person who is a registered health care professional employed by a commercial organization. Associate members shall have all rights accorded to regular members but will not have voting rights. The associate members will elect or appoint two representatives from among themselves to the Executive Committee with full voting powers.
5.1.3 Honorary members:
Honorary members are persons who have contributed significantly to the development of arrhythmia management in South Africa or worldwide and/or who contributed significantly to the Society. Honorary members will be elected by the Annual General Meeting. Honorary members shall have all rights accorded to regular members but will not have voting rights.
5.2 Membership and members’ rights:
All new membership will be granted by the Executive Committee. The list of new members will be presented to the Annual General Meeting and any member shall have the right to place an objection or comment. Members are entitled to attendance of all meetings and functions of the Society and on payment of subscription to receive all benefits.
5.3 The membership of the Interest Group of the Association shall consist of members of the Society who are members of the Association.

REGISTER OF MEMBERS

6.1 When the Executive Committee has granted membership, particulars of the names, addresses, telephone numbers, and other relevant information relating to the member and the member’s representatives, if any, shall be entered in the register of members which shall be deemed to be a correct record.
6.2 A member shall inform the Executive Committee of all changes in the information recorded in the register and shall be responsible for ensuring that the correct information is so recorded.

TERMINATION OF MEMBERSHIP

Membership shall terminate:

7.1 when the member’s resignation is submitted in writing to the President of the Society; or
7.2 when the membership fee of the member has remained unpaid for a period of 2 years from the date upon which it was due and payable; or
7.3 when, for any reason, the Executive Committee terminates the membership by giving the member written notice to that effect posted to the last address of the member in the register: this provision shall not apply to the Honorary Members. The provisions set out in this constitution relating to discipline shall apply to termination for the purpose of discipline. Such matters shall be defined as acts that are outside, or contrary to, the objectives of the Society or have brought the Society to disrepute or caused serious financial irregularities within the activity of the Society.
7.4 A copy of the constitution shall be kept in the minute book and at the office of the Society and shall be available for inspection by members at any time during normal office hours.

ANNUAL GENERAL MEETING OF MEMBERS

8.1 The Executive Committee shall convene an annual general meeting of members upon not less than 21 days’ notice, once within each financial year to consider the following matters:

the minutes of the previous meeting;

the annual report to be presented by the President or his nominee and the annual financial statements;

the general policy of the Society;

election of the Executive Committee members;

other business of which due notice has been given, whether described specifically or as general business.

8.2 The Executive Committee or a group of at least 10% of regular members may convene further general meetings upon not less than 21 days’ notice to consider the business specified in the notice of the meeting, when it deems fit.
8.3 Notice of any general meeting of members or of an Executive Committee meeting, given in writing and posted to the last address recorded in the register of members, shall be deemed to have been received seven days after posting.
8.4 A quorum for the purposes of voting on any matter, not otherwise specified in, shall be a minimum of 15 regular members in good standing present in person or by proxy.
8.5 If less than 15 members are present or represented, the meeting shall stand adjourned to a day not earlier than 2 weeks and not later than 6 weeks after the date of the meeting.
8.6 When the meeting was adjourned as aforesaid the Executive Committee shall give a written notice of the place and the time of the adjourned meeting to all regular members not later than one week after the date of the meeting.
8.7 Regular members who are present in person or by proxy at the adjourned Annual General Meeting may deal with the business of the original Annual General Meeting. Resolutions (including elections) passed by not less than three-fourths of such members shall be deemed valid even if less than 15 regular members are present.
8.8 The Annual General Meeting of the Society shall serve as the Annual Business Meeting of the Interest Group of the Association.

EXECUTIVE COMMITTEE

9.1 The Executive Committee shall be responsible for the management of the affairs of the Society and for the employment of the policy of the Society accepted at the Annual General Meeting. If a new issue or a necessary change arise, the Executive Committee is authorised to take necessary steps to ensure the successful accomplishment of the goals of the Society but shall seek the approval of the members at the next Annual General Meeting.
9.2 The election of the Executive Committee should be by secret ballot whenever there is more than a single nominee. All members of the Executive Committee shall be elected to hold office for a two-year period.
9.3 There shall be 7 members of the Executive Committee, in addition to the President, and elected as follows:
9.3.1 The President shall be elected directly by regular members at the Annual General Meeting. The President will be a member of the Executive Committee and shall, when there is an equality of votes, have a casting vote. The office of the President can be held for two consecutive periods only (i.e. 4 years); the immediate past president can, ex officio, remain on the Executive Committee for the following two years, without voting rights.
9.3.2 Five members of the Executive Committee shall be elected by the regular members. There shall not be a limit for re-election.
9.3.3 Two members of the Executive Committee will be elected by the associate members. There shall not be a limit for re-election.
9.3.4 To fill casual vacancies not more than 3 additional members might be co-opted by the Executive Committee to hold office until the end of the following annual general meeting. Co-opted Committee members do not have voting rights.
9.3.5 The Executive Committee shall elect the Vice-president, Treasurer, Secretary, Newsletter Editor and such other officers as it deems fit.
9.4 The Executive Committee shall keep proper minutes of its meetings and, subject to the other provisions of this constitution, shall convene and conduct its meetings in the manner that it from time to time decides.
9.5 Three regular members of the Executive Committee shall constitute a quorum.
9.6 Membership of the Executive Committee shall terminate if the member fails to attend 50% of the meetings of the Committee in one year, without having been granted prior leave of absence.
9.7 The Executive Committee of the Society shall serve as the Committee of the Interest Group of the Association.
9.8 The President of the Society shall serve as the Chairperson of the Interest Group of the Association.

FINANCE

10.1 The Executive Committee shall appoint a Treasurer who shall be responsible to the Executive Committee to ensure the proper operation of a bank account in the name of the Society and that the financial affairs of the Society are properly recorded.
10.2 The treasurer, in consultation with the Director, if any, shall prepare a budget annually, to be presented to the Executive Committee for approval.
10.3 The signatures of not less than two of its members appointed for the purpose of the Executive Committee shall be required to sign cheques and operate on bank or building society accounts.
10.4 The prior consent of the Executive Committee shall be required for expenditure that has not been provided for in a budget.
10.5 An annual audited statement of the assets of the Society and of its income and expenditure shall be prepared within six months of the end of each financial year, and shall be submitted to the Executive Committee and the Annual General Meeting of members. A registered accountant and auditor who is not a member of the Executive Committee shall audit the statement.
10.6 The financial year of the society shall end on 31 March of each year.

DIRECTOR

The Executive Committee may, at any time, appoint a Director as the Chief Executive Officer of the Society and may terminate his or her appointment. The Director shall report to the Executive Committee and shall attend Executive Committee meetings and Annual General Meetings of members, whenever so required.

POWERS

The Society shall have all the powers needed to fulfil its objectives and, without prejudicing the generality of its powers, may:
12.1 provide courses, seminars, and educational resources of every description to provide all round training of medical and paramedical health works in the field of arrhythmia management at a level conforming to international standards;
12.2 develop a database and provide other ancillary resources for such training, and co-operate with and assist agencies involved in arrhythmia services and training;
12.3 make recommendations or negotiate on financial matters and professional standards of direct concern to patients’ treatment or the membership of the Society;
12.4 acquire movable and immovable property from any source and invest and reinvest its funds in property of every description, insure, preserve or turn to account, alienate and encumber assets, open and operate on accounts with reputable financial institutions;
12.5 employ, pay and discharge staff, professional advisers, agents and contractors for any purpose;
12.6 borrow, lend, lease, hire, let, mortgage and pledge assets, provide guarantees and surety ships in connection with its assets, engage in legal procedures or any description;
12.7 establish branches and co-operate with, establish or promote any other body of person for any purposes which may be calculated to benefit the Society directly or indirectly;
12.8 establish special educational funds.

LIMITATION OF POWERS

In order to obtain the approval of the Minister of Finance and to qualify for a certificate of exemption from taxes, the Society:
13.1 shall direct its activities wholly or mainly to the furtherance of its principal objectives.
13.2 may not engage in any speculative transactions, business, trade or let property on a regular basis;
13.3 shall expend at least 75% of its net income in the furtherance of its objects within a period of twelve months of the end of the financial year during which it accrued, provided that where funds are to be accumulated for a specific capital project, the permission of the Receiver of Revenue, should be obtained;
13.4 may accept donations subject to the conditions of the constitution, and provided that donations shall be irrevocable;
13.5 may make no loans to a member, a donor or to any of their relatives or to a private company in which the above-mentioned persons are shareholders or directors; no donor, trustee and/or any of their relatives may receive any direct pecuniary benefit from the funds or the income of the trust. No buildings owned by the trust may be occupied free of charge by any person, except the beneficiaries.
13.6 may only invest surplus funds with registered financial institutions as defined in section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No 1 of 1985). Where shares (other than shares as mentioned above) have been donated or bequeathed to an exempt institutions or fund, the shares may be held without jeopardising the exempt status of the institution or fund.

NONPROFIT ORGANISATION ACT

In order to meet the requirements of the Nonprofit Organisations Act no 71 or 1997 and of the Director of Fundraising, the following provisions shall apply:
14.1 The Society shall operate throughout South Africa.
14.2 No member of the Executive Committee may have a direct interest in or benefit from any contract that the Society may conclude with any company.
14.3 Paid officials of the Society may serve on the management in an advisory capacity but will have no voting rights.
14.4 Should the services of a professional fund-raiser be used for the collection of contributions, the expenses (remuneration and/or commission included) may not exceed 40% of the total proceeds of the collection.
14.5 The financial year of the Society shall end on 31 March each year.
14.6 A quorum at all Executive Committee meetings shall be four of the Executive Committee members.
14.7 All proposed amendments to the constitution shall be submitted to the Director of Fund-Raising for approval.
14.8 If upon dissolution there remain any assets whatsoever after the payment of all debts and liabilities, such assets shall not be paid to or distributed among its members, but shall be given to such other Nonprofit organisations having similar objects, as may be decided either by the members at the general meeting at which it was decided to dissolve the Association or, failing such decision, as may be decided by the Director of Fund-Raising.

AMENDMENT OF CONSTITUTION

15.1 The constitution may be amended with the approval of two thirds of the members present at an Annual General Meeting of members, of which 21 days’ notice has been given or by postal ballot. The notice shall state the nature and reasons for the proposed amendments.
15.2 The amended constitution shall be submitted to the Commissioner of Inland Revenue, if tax exempt status has been confirmed by that official.

DISSOLUTION

16.1 The Society may be dissolved in terms of a resolution passed by two thirds of the members present at a meeting of which 21 days’ notice has been given. The notice shall state that the question of dissolution of the Society, the reason, and the disposal of the assets shall be considered.
16.2 If there is no quorum at such a meeting, the meeting shall stand adjourned for not less than one week and the members attending the adjoined meeting of which further notice shall be given, shall constitute a quorum.
16.3 On dissolution the net assets of the Society shall be paid to the Association.

DISCIPLINARY PROCEEDINGS

Any person may lay a complaint against any member of the Society, staff person, officer or Executive Committee member or officer, with the Executive Committee which shall, without delay, call for a full statement from the complainant. If the Executive Committee considers there is merit in the complaint it shall follow the following procedure until the matter is resolved:

17.1 The Executive Committee may forthwith or at any later time, suspect the office bearer or staff person and make other arrangements for the performance of his or her powers and duties.
17.2 The Executive Committee shall call for a full response from the accused, who may respond in writing or in person.
17.3 The response shall be considered at a properly constituted Executive Committee meeting; when the Executive Committee may call for further evidence in such form as it considers fit, and the accused shall be informed of and be allowed to respond to all such evidence.
17.4 When the Executive Committee decides that it has sufficient information and a fair hearing has been given, it may forthwith terminate the office, or terminate the appointment of the office bearer. In the case of a staff person the Executive Committee shall follow similar procedure, amplified by the labour laws which may apply from time to time.

This constitution was adopted and signed by the members participating at the Inaugural General Meeting in Durban on the 25th day of September 1998.

Approved amendments to the constitution: October 2000 and September 2004.