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Paediatric & Adolescent Endocrinology & Diabetes Society - South Africa (PAEDS-SA)

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Constitution

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I. NAME
The name of the Society shall be the Paediatric & Adolescent Endocrinology & Diabetes Society-South Africa.

II. 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.

III. PURPOSE
The purpose of the Society is to promote and support all aspects pertaining to the health of children and adolescents with diabetes and endocrine disorders (including training).

IV. OBJECTIVES
The Society shall:

  1. Operate as an educational institute of a public character, facilitating local, national, and international meetings.
  2. Promote collaboration between members and provide facilities for data collection on diabetes and endocrine disorders in children and adolescents in South Africa.
  3. Promote research opportunities and participation of its members in National and International trials.
  4. Establish professional standards and guidelines on the care of children and adolescents with diabetes and endocrine disorders and promote their use amongst professional societies, the public sector, healthcare funders and industry in South Africa.

V. MEMBERSHIP
There shall be two (2) classes of members.

Ordinary Members.
Health care professionals with an interest in the care and study of children and adolescents with diabetes and endocrine disorders can apply to be ordinary members.

Ordinary membership of the Society is contingent upon the payment of an annual subscription, set by the Society. Ordinary Members are entitled to attendance of all meetings and functions of the Society and to receive all benefits of membership. Ordinary members in good standing shall be entitled to one vote at an annual general meeting, or special meeting, of the Society. The Executive Committee will confirm Ordinary Membership and 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.

Honorary Members.
At the discretion of the Council, persons may be awarded honorary membership for their contribution to paediatric endocrinology. These members shall not pay an annual subscription, or be entitled to vote. Provision is made for the Council to elect an Honorary Life President of the Society for persons who have made exceptional contributions to the Society.

VI. REGISTER OF MEMBERS
  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.
  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.

VII. MANAGEMENT
The management of the Society shall be entrusted to an Executive Committee (hereafter called Council), of which the manner of election shall be laid down in the By-laws.

VIII. GENERAL MEETINGS
  1. An Annual General Meeting shall be held at such time as is laid down in the By-laws, to receive from the Council a report on the Society’s activities during the preceding year and an account of the Society’s finances, to confirm or complete the election of Officers of the Council for the following year and to transact such other business as may be necessary.
  2. An Extraordinary General Meeting of the Society shall be held not less than six (6) weeks after the receipt by the Council of a request from not less than ten per cent (10%) of the total membership for the holding of such a meeting for a stated purpose.
  3. The Council may call a General Meeting of the Society at any time for a stated purpose, provided that notice of such meeting be sent to all members not less than four (4) weeks prior to the date of such meeting. A quorum for any General Meeting shall be not less than ten per cent (10%) of the total membership.

IX. CHANGE OF RULES OR BY-LAWS
Alteration of any Rule of the Society shall be made only at a General Meeting of the Society, provided that four (4) weeks’ notice of such alteration has been given on the agenda of the meeting, and that sixty per cent (60%) of those voting on the alteration signify their assent. Voting may be proxy in respect of the above or any other matter decided by the Council.

X. SCIENTIFIC SECTIONS AND SUB-COMMITTEES
The Council may organise the formation of select sub-committees in specific areas as required.

XI. FINANCES
In its own name the Society may collect funds for furthering its objectives by subscriptions and donations of all types.

XII. ACCESS TO THE CONSTITION
A copy of the constitution shall be kept in the minute book in the possession of the Society.

XIII. BY-LAWS
I. The Officers and Council

The Council shall consist of a Chairperson, a Vice-Chairperson, an Honorary Secretary, an Honorary Treasurer and three (3) active members. An endeavour should be made, where possible, to have an equitable geographical distribution of Council members. Council members may serve for a maximum period of three consecutive years, except that:

  1. Any council member serving as an officer, other than the Chairperson, during the third of the three consecutive years will be eligible for reelection for an additional year (fourth year);
  2. Any council member who becomes Chairperson during the period of three or four years referred to above will be entitled, if re-elected, to serve a second year as Chairperson and an additional year (after completion of two years as Chairperson) as an ordinary council member to maintain continuity.
  3. A council member who has served as Vice-Chairperson during an additional (fourth) year, as referred to above, will be eligible, if re-elected, to serve as Chairperson for a maximum period of two years and a further additional year (if re-elected) as an ordinary council member to maintain continuity.
  4. The Chairperson and Vice-Chairperson must be registered paediatric endocrinologists.
  5. A minimum of 4 members of the council shall be registered paediatricians.
  6. At least 1 member of the council must be a registered allied health professional.
  7. Any council member who has served the maximum period referred to above will only become eligible for re-election after a lapse of two years.

EXECUTIVE COMMITTEE
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 arises 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.

The council members shall vote for the office-bearers (Chairperson, Vice Chairperson, Secretary and Treasurer) from amongst themselves annually. Should a vacancy occur in the Council, or should the need arise, additional members may be co-opted onto the Council. Four (4) shall constitute a quorum of the Council.

Only paid-up active members may be elected. Voting shall take place by postal or electronic votes prior to the Annual General Meeting. Members shall be nominated one month prior to the Annual General Meeting. Nominees for the Council shall be contacted to confirm that they accept their nomination prior to the ballot being sent to members. Each member shall vote for a maximum of five (5) nominees.

The Executive Committee shall keep proper minutes of its meetings and, subject to the other provision of this constitution, shall convene and conduct its meetings in the manner that it from time to time decides.

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.

II. Meetings
The Council shall convene an Annual General Meeting of Ordinary Members not less than 21 days prior to the date of the Annual General Meeting and within six months of the end of the financial year. The Council shall send to all members of the Society the agenda for the Annual General Meeting 21 days prior to the meeting.

The Annual General Meeting of the Society shall serve as the Annual Business Meeting of the Society. At the Annual General Meeting the following matters will be presented:

  1. The minutes of the previous meeting.
  2. The Presidents report presented by the President or his nominee
  3. The annual financial statement
  4. The general policy of the Society;
  5. Election of the Executive Committee;
  6. Other business of which due notice has been given, whether described specifically or as general business.

Notice of any general meeting of members or of a Council 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.

III. Finance

The Council shall determine from time to time dues payable to the Society by members. The Annual General Meeting may appoint an auditor. New members shall be deemed members, with all obligations and rights of membership, immediately on payment of their annual subscription. Any member who fails to pay his subscription for two (2) years shall cease to be a member of the Society. Lapsed member shall not be eligible for membership to the Society except after paying the two years’ subscription in default.

  • 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.
  • The treasurer, in consultation with the President, shall prepare an annual budget to be presented to the Executive Committee for approval.
  • The prior consent of the Executive Committee shall be required for expenditure that has not been provided for in a budget.
  • 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 may audit the statement.
  • The financial year of the Society shall end on 31 March of each year.

IV. Termination Of Membership

Membership shall terminate: -

  • When the member’s resignation is submitted in writing to the President of the Society or,
  • 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
  • When, for any reason, the Executive Committee terminates the membership by giving the member written notice 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.

V. Powers

The Society shall have all the powers needed to fulfill its objective and, without prejudicing the generality of its powers may: -

  • Provide courses, seminars and education resources of every description to provide all-round training for medical and paramedical health works in the field of paediatric diabetes and endocrinology at a level conforming to international standards.
  • Develop a database and provide other ancillary resources for such training and co-operate with and assist agencies involved in paediatric diabetes and endocrine disease management and training.
  • Make recommendations or negotiate on financial matters and professional standards of direct concern to patient’s treatment or the membership of Society.
  • 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.
  • Employ, pay and discharge staff, professional advisers, agents and contractors for any purpose.
  • Borrow, lend, lease, hire, let mortgage and pledge assets, provide guarantees and suretyships in connection with its assets and engage in legal proceedings of any description.
  • Establish branches and co-operate with, establish or promote any other body or person for any purposes, which may be calculated to benefit the Society directly or indirectly.
  • Establish special educational funds.

VI. Limitations Of Powers

In order to obtain the approval of the Minister of Finance and to qualify for a corticated of exemption from taxes, the Society; -

  • Shall direct its activities wholly or mainly to the furtherance of its principal objectives.
  • May not engage in any speculative transactions, business, and trade or let property on a regular basis.
  • Shall expend at least 50% 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.
  • May accept donations subject to the conditions of the constitution, and provided that donations shall be irrevocable.
  • 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 a person, except the beneficiaries.
  • 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 2 of 1985). Where shares (other than shares as mentioned above) have been donated or bequeathed to an exempt institution or fund, the shares may be held without jeopardising the exempt status of the institution or fund.

VII. Non Profit Organisation Act

In order to meet the requirements of the Non-profit Organisation Act number 71 of 1997 and of the Director of Fundraising, the following provisions shall apply:-

  • The Society shall operate throughout South Africa.
  • 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.
  • Paid officials of the Society may serve on the management in an advisory capacity but will have no voting rights.
  • 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.
  • The financial year of the Society shall end on 31 March each year.
  • All proposed amendments to the constitution should be submitted to the Executive committee for approval.
  • 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 any non-profit organisations having similar objectives as may be decided either by the members at the general meeting at which it was decided to dissolve the Association.