MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE SOUTH by sdsdfqw21

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									             MEMORANDUM OF
ASSOCIATION AND ARTICLES
               OF ASSOCIATION
                           OF THE
SOUTH AFRICAN SOCIETY OF
                PSYCHIATRISTS
                  Association incorporated under Section 21,
                       Reg No 2007/012757/08

(Amended and approved at the Annual General Meeting of the Society held at
   International Convention Centre, East London on 19 October 2010)




                                    1
              MEMORANDUM OF
                ASSOCIATION OF
             THE SOUTH AFRICAN
    SOCIETY OF PSYCHIATRISTS
      (ASSOCIATION INCORPORATED UNDER SECTION 21 OF THE
           COMPANIES ACT, 1973, REG NO 2007/012757/08


1. NAME
     1.1     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.

       1.2   The literal translation of the name in Afrikaans is die “Suid -
             Afrikaanse Psigiatriese Vereniging” (Vereniging ingelyf kragtens
             Artikel 21 van die Maatskappywet, 1973)”.

       1.3   The financial year-end of the Society is 30 June.

       1.4   The registered office of the Society shall be at Office 22,
             Denmar Specialist Psychiatric Hospital, 507 Lancelot Road,
             Garsfontein, Pretoria / Tshwane, Republic of South Africa.

2   PURPOSE DESCRIBING THE MAIN BUSINESS
          The main business of the Society is:

       2.1   To promote, maintain and protect the honor and interest of the
             discipline of Psychiatry as a medical speciality and to serve the
             community.

3   MAIN OBJECTIVES
           The main objectives of the Society are:



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       3.1    To foster good relationships among the members of the Society.

       3.2    To promote cooperation with other associations involved in
              Mental Health.

       3.3    To monitor, evaluate and advise on policies related to the
              delivery of clinical services and the protection of patients' rights.

       3.4    To promote research appropriate to Psychiatry in South Africa.

       3.5    To promote appropriate training and evaluation of standards of
              undergraduate and postgraduate students in Psychiatry.

       3.6    To promote continuing education in Psychiatry.

       3.7    To maintain standards in Psychiatry by Peer Review.

       3.8    To promote and uphold the principles of human rights, dignity
              and ethics in the practice of Psychiatry.

       3.9    To oppose unfair discrimination in the field of Psychiatry.

       3.10   To promote the de-stigmatization of Psychiatry and increase the
              awareness of mental illness.


4   POWERS
      4.1  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.

       4.2    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.

       4.3    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.

       4.4    To borrow any moneys required for the purposes of the Society
              upon such terms and against such securities as may be
              determined.

       4.5    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.




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4.6   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.

4.7   To register the emblem of the Society with the Bureau of
      Heraldry.

4.8   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.

4.9   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:
      4.9.1      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.
      4.9.2      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.
      4.9.3      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.
      4.9.4      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.
      4.9.5      Paragraph (o), which is amended to read as follows:
             To make donations, except to members or directors.
      4.9.6      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.
      4.9.7      The Society is an association not for gain.




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                  ARTICLES OF
             ASSOCIATION OF
        THE SOUTH AFRICAN
SOCIETY OF PSYCHIATRISTS
(ASSOCIATION INCORPORATED UNDER SECTION 21 of the Companies
                         Act, 1973,
                  (REG NO 2005 / 00136 / 08)


 1. 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   Advisory Committee shall mean the Advisory Committee
              constituted in terms of Clause 3.8 of the Articles of
              Association;

       1.3   Constitution shall mean the Constitution of the South African
              Society of Psychiatrists;

       1.4   Division shall mean a Division constituted in terms of Clause
              4.1 of the Articles of Association;

       1.5   Executive Committee shall mean the Executive Committee
              constituted in terms of Clause 3.7 of the Articles of
              Association;


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          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 4.2 of the Articles of
                 Association;

          1.9   Subgroup shall mean a Subgroup of the South African Society
                 of Psychiatrists established in terms of Clause 8 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 of the Republic of South Africa, within which the
                subgroups shall operate; and

          1.11 Task Team shall mean a team appointed in terms of Clause
                4.3 of the Articles of Association.

2   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.

          2.2   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.



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          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 65
                (sixty five) 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.
         2.7.2 Pensioner members should have been members
               of SASOP for at least one year prior to the
               application to become pensioner members
         2.7.3 Pensioner Members shall be required to pay
               membership fees but shall have voting powers.


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.



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                  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.

3   BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND NATIONAL
    COUNCIL

        3.1   THE BOARD OF DIRECTORS

        The general direction and control of the policy and affairs of the
        Society shall be vested in 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 Conveners of SASOP P3 and the SASOP SESIG
                        Special Interest Groups




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3.2   All Directors shall be elected, after being nominated in writing
       and accepting the nomination in writing, during the Biennial
       General Meeting in accordance with the process referred to
       in Section 7.

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

The Executive committee shall have the power to act in the stead of
the Board of Directors.

          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.


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          3.7.2 The Executive Committee shall, subject to the
                ratification by the Board of Directors, have the
                power to co-opt additional members.

3.8   THE ADVISORY COMMITTEE
       3.8.1      The Advisory Committee 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 The Convener of SASOP P3 Special Interest
                  Group
           3.8.1.7 The Convener of SASOP SESIG Special Interest
                  Group
           3.8.1.8 Conveners of all Divisions
           3.8.1.9 Conveners of all Task Teams

      3.8.2      The Advisory Committee, excluding the members
      of the Board of Directors, shall be appointed ex officio,
      without voting powers to advise the Board of Directors on the
      sound administration of the finances and affairs of the
      Society, in an advisory capacity only and to report back on
      their respective portfolios.

3.9   THE NATIONAL COUNCIL
         3.9.1 The National Council shall consist of the following
               Members:
                  3.9.1.1 The President
                  3.9.1.2 The Past President
                  3.9.1.3   The President Elect (Vice President)
                  3.9.1.4 The Honorary Secretary
                  3.9.1.5 The Honorary Treasurer
                  3.9.1.6 Conveners of all Special Interest
                            Groups
                  3.9.1.7 Conveners of all Divisions
                  3.9.1.8 Conveners of all Task Teams
                  3.9.1.9 Chairpersons of all Subgroups

          3.9.2 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.
          3.9.3 Notices of all meetings shall be posted by the
                Secretary General to all Councillors at least
                twenty-one (21) intervening days before each
                meeting.



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                   3.9.4 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.
                   3.9.5 The National Council shall advise the Board of
                         Directors on the respective portfolios represented
                         at the National Council. The National Council does
                         not have any executive powers, and shall refer all
                         matters for decisions to the Board of directors.



4   Various structures

         4.1   DIVISIONS
                   4.1.1 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 2.
                   4.1.2 The Executive Committee, subject to ratification by
                         the Board of Directors, shall appoint heads and
                         members of Divisions.
                   4.1.3 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.

         4.2   SPECIAL INTEREST GROUPS
                  4.2.1 Members of the Society may as the need arises,
                        form Special Interest Groups as set out in
                        Schedule 2. Such groups shall select a convener
                        and shall have a constitution, which is not in
                        conflict with the Constitution or Policies of the
                        Society.

         4.3   TASK TEAMS
                  The President may appoint Task Teams, allocate tasks to
                  them and appoint the Convener and members thereof as
                  set out in Schedule 2.

         4.4   TERMS AND CONDITIONS OF OFFICE
                  4.4.1 The term of office of all elected and ex officio
                        directors/members shall be two years (except for
                        the President of the College of Psychiatrists,
                        whose appointments could exceed four years).
                  4.4.2 The maximum uninterrupted term in the same
                        office shall not exceed four years. (except for the
                        President of the College of Psychiatrists, whose
                        appointments could exceed four years).


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          4.4.3 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.

4.5   There should be no conflict of interest in relation to the office
       held.

4.6   MEETINGS
         4.6.1 The Board of Directors shall, as far as possible,
               meet at least once every three months.
         4.6.2 The Executive Committee shall, as far as possible,
               meet once every two months.
         4.6.3 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.
         4.6.4 It shall be obligatory for members of the Executive
               Committee to attend at least four (4) 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.

4.7   MINUTES OF MEETINGS
         4.7.1 GENERAL, BOARD OF DIRECTORS, NATIONAL
               COUNCIL AND EXECUTIVE COMMITTEE
               MEETINGS
                 4.7.1.1 The Honorary Secretary shall, writing
                         or in a book or electronically keep for
                         this purpose, records of the
                         proceedings of all meetings.
                 4.7.1.2 The minutes shall be submitted to
                         the next succeeding meeting for
                         approval and be signed by the
                         Chairman.
                 4.7.1.3 Copies of the minutes of General
                         Meetings, 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.

          4.7.2 TASK TEAM, DIVISION AND SPECIAL
                INTEREST GROUP MEETINGS
                   4.7.2.1 The Conveners 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


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                                            meetings of the Task Teams,
                                            Divisions and Special Interest
                                            Groups.
                             4.7.2.2        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 Convener or Head.
                             4.7.2.3        A copy of the minutes of such
                                            meeting shall be submitted to the
                                            Executive Committee within 30 days
                                            of the date of the meeting for
                                            information and action, if necessary.

5   GENERAL MEETINGS

        5.1   The President shall be the Chairman of all general meetings.

        5.2   In the absence of the President, the President Elect (Vice
               President) shall act as Chairman of all general meetings.

        5.3   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.

        5.4   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.

        5.5   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.

        5.6   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


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               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.

        5.7   Only Full Members, Life Members, and Pensioner Members
               have voting powers at a General Meeting.

        5.8   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.

        5.9   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.

        5.10 The business of a General Meeting shall be set forth in a
              notice convening the meeting subject to the following
              conditions:
                 5.10.1 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.
                 5.10.2 The President may table any matter of urgency.
                 5.10.3 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.
                 5.10.4 The President shall submit to the Annual General
                        Meeting:
                            5.10.4.1 A report setting out the activities of
                                      the Executive Committee and the
                                      Board of Directors since the last
                                      annual meeting; and
                            5.10.4.2 The reports referred to in Clauses
                                      5.6

6   PROXIES

        6.1   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:



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          6.1.1 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.
          6.1.2 The proxy himself/herself shall be a one of the
                voting members of the Society.
          6.1.3 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.
          6.1.4 In calculating the forty-eight (48) hour period
                referred to in Article 6.1.3, Saturdays, Sundays,
                and public holidays shall not be taken into account.
          6.1.5 Any appointment as aforementioned expires upon
                the termination of the General Meeting to which it
                relates.
          6.1.6 No person shall hold more than five proxy
                nominations, appointing him/her

6.2   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.

6.3   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.



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        6.4   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:
                   6.4.1 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
                   6.4.2 does not affect the validity of any resolution taken
                           at such a meeting.

7   VOTING

        7.1   All members of the Board of Directors shall be elected at the
               Biennial General Meeting.

        7.2   Nominations must be received by the Honorary Secretary 4
               weeks prior to the meeting and must carry the signature of
               the candidate and two voting members (a proposer and
               seconded) and accompanied by a manifesto and CV. The
               election of the President shall be governed by section 7.7.

        7.3   The credentials of all candidates shall be presented to the
               members at the meeting.

        7.4   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 person shall hold more
               than five (5) proxies.

        7.5   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.

        7.6   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.

        7.7   Election process for President:
                  7.7.1 The President will be elected two years before
                         taking office and will be a member of the Executive
                         Committee as President Elect.
                  7.7.2 After holding office for two years the President will
                         continue on the Executive Committee as Past
                         President for two years.
                  7.7.3 Six months before the Annual General Meeting (at
                         which there will be a change of President), the
                         Executive Committee shall instruct the Secretariat



                                    16
                         to call for nominations for the position of President
                         of SASOP.
                  7.7.4 A call for nominations will be circulated to all
                         SASOP members.
                  7.7.5 Nominations are to be signed by the nominee and
                         five SASOP members who are in good standing.
                  7.7.6 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.
                  7.7.7 A date and time for closing nominations shall be
                         stated.
                  7.7.8 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.
                  7.7.9 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.
                  7.7.10 A return date for the ballot papers shall be 4 weeks
                         after mailing.
                  7.7.11 Counting of votes shall be performed by an
                         independent auditor appointed by the Executive.
                  7.7.12 The successful candidate for President Elect will
                         have received the highest number of votes and at
                         least 40% of the total votes.
                  7.7.13 Should this not be achieved, there should be a
                         revote between the top 2 candidates, who attained
                         the highest number of votes.
                  7.7.14 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.
                  7.7.15 The name of the successful candidate for
                         President Elect shall be announced through the
                         Subgroup Chairpersons and in “Headline”.
                  7.7.16 The President Elect shall attend the meeting of
                         SASOP Executive for 2 years before taking office.

8   SUBGROUPS

        8.1   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.

        8.2   The Executive Committee shall, from time to time, demarcate
               the Republic of South Africa into geographic sub regions
               within which such subgroups shall operate.



                                    17
        8.3   Cognizance shall be taken of the boundaries of the nine
               provinces within the Republic of South Africa when
               demarcating the boundaries of the sub regions.

        8.4   It shall be the ideal of the Society to establish at least one
                subgroup in each province as soon as membership justifies
                such establishment.

        8.5   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.

        8.6   Each established Subgroup shall adopt its own Constitution /
               Memorandum & Articles of Association and submit a copy
               thereof to the Executive Committee for approval.

        8.7   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.

        8.8   Such Executive Committee shall have the power to co-opt
               further members.

        8.9   The quorum shall consist of 20% of the members of the
               Subgroup.

        8.10 The Subgroups shall submit to the Executive Committee six-
              monthly reports in respect of their activities and financial
              standing.

9   MEMBERSHIP FEES

        9.1   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.

        9.2   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.

        9.3   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.

10 FINANCE

        10.1 FINANCIAL YEAR


                                     18
          10.1.1 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.

10.2 BOOKS OF ACCOUNT AND RECORDS
        10.2.1 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:
        10.2.2 a budget for the affairs of the Society
        10.2.3 a record of assets and liabilities of the Society
        10.2.4 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
        10.2.5 a register of all members of the Society and the
               payment by them of membership fees.

10.3 AUDIT
        The Society shall, at the Annual General Meeting, appoint
        an auditor for the purpose of auditing the financial
        statements of the Society.

10.4 FINANCIAL REPORTS
        10.4.1 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.
        10.4.2 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.
        10.4.3 The Honorary Treasurer shall submit to the
               Executive Committee quarterly reports on the
               financial position of the Society.
        10.4.4 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.
        10.4.5 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


                           19
                        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.
                 10.4.6 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.

       10.5 COMPLIANCE WITH FINANCIAL PROVISIONS
              10.5.1 Subgroups and Special Interest Groups and/or any
                     group affiliated with SASOP shall comply with the
                     financial provisions of the Society laid down in this
                     Clause.

11 AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF
   ASSOCIATION

       11.1 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.

       11.2 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.

       11.3 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.

12 DISSOLUTION OF THE SOCIETY

       12.1 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.

       12.2 Such disposal of assets shall be in the best interest of the
             members of the Society.

       12.3 Should there be a free residue of the assets of the Society
             upon its winding-up, dissolution, de-registration, or


                                   20
                liquidation, it shall be dealt with in compliance with any
                applicable law(s).

13 GENERAL PROVISIONS
            The Society is a member of the World Psychiatric Association
            and is committed to the declarations of Tokyo and Madrid.

14 BY-LAWS
               The Board of Directors may make, alter or revoke by-laws for
               the efficient management of the Society and its Subgroups.

15 THE DISTINGUISHED AWARD FOR MERITORIOUS SERVICE TO
   PSYCHIATRY IN SOUTH AFRICA

         15.1 This award shall be created and shall take the form of a scroll.

         15.2 It shall be awarded at an Annual General Meeting of the
                Society on the recommendation of the Board of directors.

         15.3 The award shall signify a high honour and shall not be
               awarded for regular or valuable services.

         15.4 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.

16 ORGANISATIONAL STRUCTURE
       The organizational structure of the Society shall be as
       diagrammatically set out in Schedule 2 of this Constitution.




                                      21
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.



                                                 22
Signed at .............................................. on ................................ 20.....

........................................
SIGNATURE




Schedule 2
SASOP Divisions:
1. College of Medicine/Education and Training Division
2. Ethics and Peer Review Division
3. Public Relations and Marketing Division
4. Publications Division
5. National Congress Division
6. CPD Division
7. International Relations Division

SASOP Task Team:
1. HPCSA, SAMA and Department of Health Task Team
2. Psychiatric Disability Task Team
3. Anti – Stigma Task Team
4. Mental Health Care Task Team
5. Generic Medicine Task Team
6. SASOP Guidelines Task Team
7. Internship training Task Team

SASOP Special Interest Groups:
1. Psychiatrists in Private Practice SIG (P3)
2. State Employed SIG (SESIG)
3. Biological Psychiatry SIG
4. Psychotherapy SIG
5. Forensic Psychiatry SIG
6. Child and Adolescent SIG
7. Social Psychiatry SIG
8. Old Age Psychiatry SIG
9. Philosophy of Psychiatry SIG
10. HIV/AIDS and Neuropsychiatry SIG
11. Young Psychiatrists SIG
12. Spirituality and Psychiatry SIG
13. Clinical Trails SIG

SASOP Subgroups
1. Northern
2. Southern Gauteng
3. Free State
4. Kwa-Zulu Natal
5. Eastern Cape


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6. Western Cape
7. Limpopo




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