Constitution Overview
SOUTH AFRICAN SOCIETY OF HAEMATOPOIETIC STEM CELL TRANSPLANTATION (SASCeTS)
Article 1: Mission statement
The South African Stem Cell Transplantation Society (SASCeTS – hereunder referred to as the Society) is a scientific and educational not for profit organization aiming to bring together hematologists, oncologists, physicians, scientists, nurses, technologists, medical administrators and allied healthcare professionals with an interest in and/or involved in the teaching, research, practice and promotion of haematopoietic cellular stem cell therapy and products. The objectives of the Society are:
1.1 To set the standards for the education, training and practice of hematopoietic stem cell transplantation in South Africa.
1.2 To organize regular meetings and provide a forum for the discussion of advances in this field.
1.3 To synthesize and evaluate evidence-based and consensus guidelines for the management of transplant related clinical problems.
1.4 To promote the acquisition, dissemination, exchange and application of knowledge in hematology and immunology of transplantation, stem cell biology, radiation biology, pharmacology and hematopoiesis.
1.5 To develop, standardize and critically evaluate new and existing instrumentation, tests, and reagents to harvest, manipulate and purify cell populations that are of interest in transplantation (cell therapies).
1.6 To encourage and promote collaborative activities among members working in the field and related fields as well as with other national and international organizations.
1.7 To interact with other groups with similar core activities such as the SA Bone Marrow Registry, Sunflower Fund, Igazi Foundation etc.
Article 2: Officers and terms of office
2.1 The Society will have a President, Secretary and Treasurer
2.2 The Executive Committee will consist of the President, Secretary, Treasurer and councilor representatives of the Society
2.3 The terms of all elected officers will be for two years with possible re-election for additional terms. There shall be no limit to the number of office terms officers shall hold except the President, being limited to two terms. The President will be eligible for reelection after one term out of office.
2.4 In the event of a vacancy in the Executive Committee, the President shall appoint a replacement for the duration of the unexpired term.
2.5 All officers of the Society shall hold office until their respective successors have been elected or appointed.
2.6 Officers of the Society shall not be paid but shall be reasonably compensated for expenses incurred whilst performing duties of the Society provided prior approval for such expenses has been given by the Executive Committee quorum and standard accounting principles are followed.
Article 3: Duties of the officers
3.1 President – The President is responsible for managing the business of the organization, functions as the chief spokesman and representative, and presides at all meetings of the members. The president should offer vision and guidance that will direct the Society towards realizing its objectives. The president will facilitate all the necessary steps so that a regular scientific meeting takes place at intervals decided by the executive committee.
3.2 Secretary
3.2.1 The Secretary is responsible for preparing, distributing and maintaining minutes of meetings of the Executive Committee and the general membership meetings. These documentations can be kept in electronic form provided other Executive Committee members have verified them.
3.2.2 The secretary is responsible for membership application, processing and for presenting these to the general membership assembly for ratification.
3.2.3 The Secretary is responsible for keeping an up to date register of all members.
3.3 Treasurer
3.3.1 The treasurer has the care and custody of the funds and securities of the organization and prepares an annual financial report to be presented to the membership at an annual general business meeting (AGM).
3.3.2 The treasurer shall keep full and accurate account of receipts and disbursements in the books belonging to the Society and shall cause all monies belonging to the Society to be deposited in the name of the Society and to the credit of the Society.
3.3.3 The treasurer shall render to the President and to the Executive Committee, an account of all transactions.
3.3.4 All deeds, mortgages, cheques, notes, contracts and other instruments shall be signed on behalf of the Society by the Treasurer or by other such person or persons as may be designated from time to time by the Executive Committee
3.3.5 The treasurer shall keep an updated list of all assets belonging to the Society
3.3.6 Councilors – The councilors are regional representatives who will co-ordinate and integrate activities of various regions to be in line with the Society’s mission and objectives. They will ensure that members of the Society are kept up to date with stem cell therapy related developments in the various regional centers.
3.3.7 Authority and duties-In addition to the foregoing authority and duties, all officers of the Society shall respectively have such authority and perform such duties in the management of the business of the Society as may be designated from time to time by the Executive Committee.
Article 4: Membership
4.1 Members of the Society are registered medical practitioners, scientists, medical technologists and registered nurses, dieticians, physiotherapists and other allied healthcare professionals who have paid their current dues to the Society in full and whose activity is focused in the field of organ transplantation.
4.2 There will be three membership categories, which are
4.2.1 Medical doctors who hold voting rights.
4.2.2 Allied Healthcare workers in the field of stem cell transplantation whose voting rights are limited to the election of the Allied Healthcare Board and whose chairman will be represented on the main executive and have a vote.
4.2.3 Organization’s whose focus is stem cell transplantation in whole or part including Registries, patient advocacy groups etc. These members do not have voting rights but may attend the AGM.
4.3 Application for membership is through the Society’s Secretary and has to be ratified at the general assembly of the Society.
4.4 Termination of membership will be at the discretion of the Executive Committee ratified at the general assembly of the society. If a member initiates termination of membership, such notice shall be in writing to the Executive Committee of the Society.
4.5 Annual dues for members and associates and the frequency of payment will be determined by the Executive Committee and ratified at the general assembly of the Society.
4.6 Membership fees shall be used to support education programs, research programs and administrative needs.
4.7 Voting members shall elect members of the Executive Committee
Article 5: Meetings of the members
5.1 Notice of meeting- Written notice of each meeting of the members stating the time and place, and, in the case of a special meeting, the purpose or purposes, shall be mailed at least ten (10) days prior to the meeting to each member entitled to vote at the meeting at his electronic, postal or physical address appearing on the books of the Society.
5.2 Place of meeting – Each meeting of the members shall be held at a venue designated by the Executive Committee.
5.3 Annual meeting- An annual meeting of the members shall be held on the date specified by the Executive Committee. At each annual meeting the members may transact any other business except for business with respect to which special notice is required and has not been given.
5.4 Special meeting- A special meeting of the members may be called for any purpose or purposes at any time by the President or by the Executive Committee. Upon request in writing by registered mail or delivered in person to the President, Vice-President or Secretary by any person or persons entitled to call a meeting of the members, it shall be the duty of such officer forthwith to give to the members entitled to vote, notice of a meeting to be held at such time, not less than ten (10) nor more than sixty (60) days after receipt of such request, as such officer may fix.
5.5 Adjournments- If any meeting is adjourned to another time or place, no notice to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.
5.6 Quorum- All people present at the meeting of the Society shall constitute a quorum.
5.7 Voting rights
5.7.1 Each member will have one vote provided that payment for dues is current.
5.7.2 Voting by proxy will be allowed by members provided such proxy is given in writing (including electronic communication) to an Executive Committee member prior to the start of the meeting.
5.7.3 Associate members will be non-voting members.
5.7.4 The method of voting shall be at the discretion of the Executive Committee
5.7.5 Any proposed action must receive the majority of votes eligible to vote.
5.7.6 Only paid up members are eligible to vote (including proxy votes)
5.8 Proxies-A member of the Society may cast his/her vote in person or through proxy. The appointment of proxy shall be in writing to the Secretary before the meeting.
5.9 Member voting –Any proposed action must receive support of the majority of voters eligible to vote.
5.10 Action without a meeting-Any action which may be taken at a meeting of the members may be taken without a meeting if authorized by writing or writings signed by all pf the members who would be entitled to notice of a meeting for such purpose
Article 6: Meetings of the executive Committee
6.1 Regular meeting-Each meeting of the executive shall be held at a venue designated by the majority of the members of the Executive Committee.
6.2 Annual meeting- The Executive Committee shall meet at least once a year for the election of officers and the transaction of any other business. The annual meeting of the executive may be held in conjunction with the annual meeting of the members or at such other time as determined by its officers, provided notice of a meeting is provided at least ten (10) days in advance of the meeting.
6.3 Special meeting-A special meeting of the Executive Committee may be called any time by the President or by the Secretary of the Executive Committee. Upon request in writing by registered mail or delivered in person to the President, Vice-President or Secretary by the Executive Committee, it shall be the duty of such officer forthwith to give notice to the Executive Committee members notice of a meeting to be held at such time, not less than five (5) days nor more than ten (10) days after receipt of such request.
6.4 Notice of Special meeting- Three (3) days’ notice shall be given to each Executive Committee member of the time and place of each special meeting.
6.5 Quorum-The presence in person of a majority of the voting members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business. The acts of the majority of the Executive Committee members at which a quorum is present shall be the acts of the Executive Committee.
6.6 Action in writing- Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if authorized by a writing or writings signed by all Executive Committee members.
Article 7: Congresses
7.1 Congresses of the entire membership of the Society shall be held regularly.
7.2 The Society assumes financial responsibility for its meetings.
Article 8. Contracts, loans, cheques and deposits
8.1 Contracts-The Executive Committee may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
8.2 Loans- No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Council. Such authorization must be confined to specific instances.
8.3 Cheques and drafts- All cheques and drafts or other money orders issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such a manner as shall from time to time be determined by resolution of the Executive Council.
8.4 Deposits- All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such depositories as the Executive Council may elect.
Article 9: Legal status of the Society
9.1 The Society shall register with the registrar of companies of the Republic of South Africa and the South African Revenue Services as a not for profit organization.
9.2 The Society shall at all its business transactions act within the limits of its legal status.
Article 10: Indemnification
This indemnification provision allows the Executive Committee and officers of the Society to be indemnified to the fullest extent permitted by the South African Laws for costs incurred by reason of their being officers or Executive Committee members of the Society, provided
10.1 Their conduct was in good faith
10.2 Reasonably believed that their conduct was in the best interest of the Society and in all other cases, their conduct was at least not opposed to the Society’s best interest or objectives
10.3 In the case of criminal offences, had no reasonable cause to believe their conduct was unlawful.
Article 11: Auditing of the Society’s financial affairs
11.1 The Societies treasurer shall prepare and present the financial statement of the society.
11.2 The fiscal year of the Society shall be fixed by the Executive Committee
11.3. The Society shall at all times exercise transparency of its financial matters to all its members.
11.4 In the event of a financial dispute, the books of the Society shall be audited by an independent registered auditor.
Article 12: Notices of the Society
Whenever notice is required other than notice for meetings as outlined above, such notice shall be deemed delivered when mail is sent by post or a fax or an e-mail or web site notice or has been personally communicated to the person for whom the notice is intended.
Article 13: Amendment to this constitution
This constitution may be amended or repealed, and a new constitution adapted by the affirmative vote of two thirds of the members voting, either by mail or in person at a regular meeting, provided such proposed alteration or amendment has been submitted to the membership at least a month in advance. Vote through mail must be received not later than the day preceding the date of the membership meeting. Vote by proxy must be received on the day of meeting before such meeting is scheduled to start.
Article 14: Dissolution of the Society
14.1 The Society shall be dissolved by the affirmative vote of two thirds of the members present in a members meeting forming a quorum.
14.2 In the event of dissolution of the Society, the assets of the Society shall be the responsibility of a curator appointed in accordance with South African laws. The remaining assets of the Society shall be paid to a non-profit organization devoted to medical research.
Article 15: Translation of this Constitution
The English version of this constitution is original and valid form.