1.1. The name of the Society shall be the South African Addiction Medicine Society (SAAMS) (Hereafter referred to as the Society).
2. LEGAL STATUS
2.1. The Society is a formally constituted voluntary association which shall:
2.1.1. Exist in its own right, separately from its members.
2.1.2. Continue to exist even when its membership changes and there are different office bearers.
2.1.3. Be able to own property and other possessions.
2.1.4. Be able to sue and be sued in its own name.
2.2. All proceedings shall be brought by or against the Society in the name of the Society and the Executive may authorise any person to act on behalf of the Society and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.
3. NON-PROFIT ORGANISATION
3.1. Notwithstanding anything to the contrary herein contained:
3.1.1. The Society is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Society or its individual members.
3.1.2. The income and assets of the Society shall be applied solely for investment and for the promotion of the objects for which it is established.
3.1.3. No part of the income or assets of the Society shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to any person.
3.1.4. The Society shall not carry on any trading or other profit-making activities.
4. RIGHTS OF MEMBERS
4.1. Membership of the Society:
4.1.1. Does not confer upon any member a right to any of the moneys, property or assets of the Society.
4.1.2. Confers upon the members the privilege of membership subject to such charges and reasonable restrictions as the executive may from time to time impose and subject to the constitution of the Society in force from time to time.
4.1.3. A member whose application for membership has been accepted shall be bound by the constitution.
5.1. The objectives of the Society shall be to:
5.1.1. Promote the ethical and evidence-based practice of addiction medicine in South Africa.
5.1.2. Advance the science and practice of addiction medicine as a preventable and treatable disease.
5.1.3. Maintain and promote the continuing academic standards and training of addiction professionals in South Africa.
5.1.4. Define and establish relationships amongst addiction professionals and between addiction professionals and hospitals, public and private institutions, government authorities, other professional organisations, academic institutions, the pharmaceutical industry, medical administrators and the medical and health care profession generally, and the public.
5.1.5. Hold or arrange for the holding of meetings of members of the Society and for congresses and seminars and to defray costs related thereto.
5.1.6. Secure sponsorships, grants and subsidies aligned to our objectives.
5.1.7. Grant bursaries to its members.
5.1.8. Provide financial assistance to its members in relation to the costs of attending congresses and seminars.
5.1.9. Pay out of the funds of the Society all grants, costs, charges and expenses considered by the executive to be necessary to the promotion of the Society and its objectives.
6. POWERS OF THE SOCIETY
6.1. Subject to the provisions of clause 2 above, the Society shall have all such powers as are necessary for the proper attainment of the objectives set out in clause 5 above and shall, in particular, have the following express powers to:
6.1.1. Facilitate the exchange of ideas, priorities and problems in the field of addiction medicine.
6.1.2. Acquire any movable or immovable property for the Society calculated to benefit the Society and to advance its objectives and to maintain, improve and alter any of the Society's property.
6.1.3. Institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or its officers, or otherwise concerning the affairs of the Society.
6.1.4. Open bank accounts in the name of the Society and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business and affairs of the Society.
6.1.5. Invest and deal with any moneys of the Society not immediately required for the purposes of the Society.
6.1.6. Secure the fulfilment of any contracts or engagements entered into by the Society.
6.1.7. Establish, promote or assist in establishing or promoting and to subscribe to or become a member of any association or Society whose objects are similar or partly similar to the objectives of the Society, or the establishment or promotion of which may be beneficial to the Society.
6.1.8. Raise funds to further the objectives of the Society and to accept donations and grants and subsidies.
6.1.9. Recover costs incurred by the Society in respect of congresses and seminars and meetings.
6.1.10. Borrow or raise and give security for the indebtedness of the Society from time to time.
6.1.11. Enter into any contract commensurate with or which furthers the objectives of the Society including sales and purchase of property of any kind whatsoever.
7. CLASSES OF MEMBERS
7.1. Ordinary Membership is available to any medical practitioner registered with the Health Professional Council of South Africa in good standing. Voting rights at general meetings are available to ordinary members.
7.2. Associate membership is open to any scientist or supplementary health professional with an interest in addiction medicine registered as a member in good standing with a recognized professional body. Associate members shall not have voting rights.
7.3. Honorary membership may be offered by the executive committee to any person of distinction including lay persons who have made an outstanding contribution to the objectives of the Society. Honorary members shall not have voting rights.
8.1. Applications for membership shall be subject to approval by the executive.
8.2. A member shall remain a member until the membership is terminated.
8.3. Should any ineligible candidate be inadvertently admitted as a member in any class of membership, the executive may declare his/her election void, and it shall give him/her notice to that effect, he/she shall cease to be a member and his/her name shall be erased from the register of members.
8.4. Any candidate whose application for membership has been rejected shall not be entitled to seek election again within one year of the date of such rejection. If, however, at any time after the rejection of a candidate, it should appear that such rejection has been made under a misapprehension or mistake as to identity, or owing to incorrect information having been given, the executive shall have the power to reconsider such application.
8.5. The executive shall have power to readmit a member, who for any reason has relinquished membership of the Society, on such terms and conditions as the executive shall determine in each particular case.
9. TERMINATION OF MEMBERSHIP
9.1. Termination of membership will be by resignation in writing to the secretary:
9.2. For failure to pay subscriptions within three months of the due date,
9.3. By unanimous decision of the executive,
9.4. By expulsion / suspension:
9.4.1. A member shall automatically be suspended if his / her name is struck from the HPCSA or similar professional register.
9.4.2. A member may be suspended by a unanimous decision of the executive for conduct unbecoming or contrary to the objectives of the society. The member shall have the right to appeal to the SAAMS executive.
10. SUBSCRIPTIONS AND PAYMENT
Annual subscriptions shall be paid by ordinary and associate members of the Society in amounts determined from time to time at the annual general meetings of the Society. All subscriptions shall become due by the 31st March of each year.
11. OFFICE BEARERS
11.1. The Society shall have a President, Secretary, and Treasurer as the office bearers,
11.2. The president, secretary and treasurer shall be nominated for a period of three (3) years by the executive and ratified at the Annual General Meeting of the members,
11.3. Office bearers are restricted to a maximum of two consecutive terms of three years each.
11.4. Notwithstanding anything to the contrary contained in this constitution, an office bearer of the Society shall cease to hold his/her office when he/she ceases to be a member of the Society.
12. COMPOSITION OF THE EXECUTIVE
12.1. The executive shall consist of the President, immediate past President, Secretary, Treasurer and two (2) members.
12.2. The current executive committee holding office at the special general meeting at which the adoption of this constitution will be considered will continue to hold office until the first annual general meeting of the Society following such special general meeting.
12.3. The immediate past President shall hold office for a period of three (3) years.
12.4. The two (2) members shall hold office for a period of two (2) years.
12.5. The president shall be entitled to fill any vacancy which may occur amongst the executive committee. The member appointed to fill such vacancy shall hold office until the next annual general meeting of the Society.
12.6. Nominations in writing for the office of the two (2) members of the executive shall be signed by two (2) ordinary members of the Society (save for the retiring members of the executive) and delivered to the secretary at least 30 days before the date fixed for the holding of the general meeting of the Society at which election shall take place. In the event that no or an insufficient number of nominations are received, the executive committee shall be responsible to nominate in writing, at least 7 (seven) days prior to the date fixed for the holding of the general meeting of the Society at which election shall take place, members for the office of the executive as it deems fit.
12.7. Voting for the election of members of the executive shall be by way of ballot, or show of hands as the chairman may decide.
13. MANAGEMENT OF THE AFFAIRS OF THE SOCIETY
13.1. The management and control of the affairs of the Society shall vest in the executive. The executive shall have full power and authority to do any act, matter or thing necessary to achieve the objects of the Society excepting such matters as are specifically reserved to be dealt with at a general meeting of members.
13.2. The office bearers shall be responsible for the day-to-day operations of the Society and shall comprise the following members from the executive: the president, the treasurer, and the secretary.
13.3. The Society in general meeting may review, approve or amend any decision of the executive, but no such decision of the Society shall invalidate any action taken by the executive in accordance with these rules.
13.4. The executive shall be entitled from time to time to issue:
13.4.1. Standing orders and rules in relation to the affairs of the Society, which standing orders and rules shall in each instance be subject to confirmation at the immediately following annual general meeting of the Society;
13.4.2. Protocols and guidelines relating to clinical procedures and coding thereof.
13.5. Any protocols and guidelines relating to the clinical procedures and coding thereof issued by the executive shall take precedence over the protocols and guidelines issued by any other professional organization.
14. MEETINGS OF THE EXECUTIVE
14.1. Meetings of the executive shall be chaired by the president and, in his/her absence, by any member of the executive elected for this purpose at the meeting.
14.2. The executive shall meet as often as the members of the executive may deem necessary, but not less than four times a year of which at least one will be face-to-face meetings and the remainder by teleconferences or video conferences or other electronic means.
14.3. Not less than seven days notice shall be given of all meetings of the executive unless all members of the executive agree to accept shorter notice.
14.4. The quorum for a meeting of the executive shall be a majority of the members of the executive present at the commencement of and throughout the meeting.
14.5. Any decision of the executive shall be by majority vote by show of hands of those present. Each person entitled to be present and to vote shall have one vote and the chairman of the meeting shall have a casting vote in addition to his deliberative vote.
14.6. The secretary shall convene a special meeting of the executive on the instructions of the president or upon the written request of at least two members of the executive.
14.7. The executive shall cause a register of all members of the Society, together with their addresses, and proper accounting records, to be kept and it shall further cause minutes to be kept of the appointment of officers and names of members of the executive present at any meeting, together with minutes of all resolutions and all proceedings taken at any such meeting.
14.8. A resolution in writing which is signed by all members of the executive and inserted in the minute book of the executive shall be as valid and effective as if passed at a meeting of the executive. Any such resolution may consist of several documents in the same form, each of which is signed by one or more members of the executive.
14.9. All acts done by any meeting of the executive or by any person acting as a member of the executive shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member, be as valid as if every such person had been duly appointed and was qualified to be a member of the executive.
14.10. The proceedings of the executive shall be valid notwithstanding any temporary vacancy in the executive.
15. ANNUAL GENERAL MEETINGS
15.1. The Annual General Meeting of members of the Society shall be held at such time and place as the executive may determine but as close as possible to the annual congress and scientific meeting of the Society
15.2. Notices of the date, time and place for the holding of the annual general meeting shall be posted by letter or by electronic mail to each of the members of the Society at his registered address as appearing in the register of members or to an electronic address furnished by the member to the Society (as the case may be), at least thirty days before the date fixed for the holding of such meeting.
15.3. The accidental omission to send by post any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.
15.4. Notice of the terms of any resolution to be proposed at an annual general meeting, other than concerning ordinary and general business, shall be lodged with the secretary at least sixty days before the date fixed for such meeting.
16. PROCEEDINGS AT ANNUAL GENERAL MEETINGS
16.1. At the annual general meeting the executive shall present an audited balance sheet and income statement drawn as at financial year-end of the preceding financial year-end of the preceding financial year, together with its report.
16.2. The ordinary business to be done at an annual general meeting shall be to:
16.2.1. Confirm the minutes of the previous annual general meeting and any special general meeting held since the previous annual general meeting,
16.2.2. Receive and consider the report of the executive and the financial statements for the preceding financial year with the auditor’s report thereon,
16.2.3. Elect the office bearers of the Society,
16.2.4. Ratify the candidates of the day committee as nominated by the executive,
16.2.5. Such other business as the executive may table from time to time.
17. SPECIAL GENERAL MEETINGS
17.1. The executive may at any time, through the secretary, call a special general meeting of members by giving not less than fourteen days notice to members specifying the purpose of the meeting.
17.2. The secretary shall convene a special general meeting of members of the Society, upon receiving a requisition signed by not less than ten (10) percent of the paid up ordinary members, specifying any resolution or resolutions proposed to be moved or other business to be discussed. The secretary shall post to each member to his registered address or send by electronic mail to his electronic mail address a copy of such notice at least fourteen days prior to the holding of the meeting.
17.3. The omission to send by post any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.
18. QUORUM AT GENERAL MEETINGS
The quorum for a general meeting of members shall be ten (10) percent of paid up ordinary members entitled to vote thereat; provided that if no quorum be present within (15) minutes after the time fixed for the meeting, it shall, in the case of an annual general meeting or a special general meeting called by the executive, be postponed to the same day and hour in the following week and at such adjourned meeting, the ordinary members present shall be deemed to be a quorum for the transaction of the business of the meeting. In the case of a special general meeting called by requisition of members, if no quorum is present upon the date fixed, and within fifteen minutes after the time fixed for the meeting, it shall be dissolved.
19. CHAIRMAN AT GENERAL MEETINGS
The chairperson for all general or special general meetings of the members of the Society shall be the president or, in his absence, the past president. Should both be absent, the members present shall elect a chairman for that meeting from among the other members of the executive present, if any, or, failing their presence, a chairman shall be elected being a person who is entitled to vote at an annual general meeting, from among those members present.
20. ADJOURNMENT OF GENERAL MEETINGS
The chairman of any general meeting may, with the consent of the meeting decided by majority vote, adjourn the meeting from place to place and from time to time but no business shall be transacted at any adjourned meeting other than that business left unfinished at the adjourned meeting.
21.1. Only ordinary paid up members shall be eligible and entitled to vote at an annual or special general meeting of members of the Society and each ordinary member shall have one vote.
21.2. Save as otherwise provided in this constitution, any business, resolution or question submitted to such a meeting for decision shall be decided by majority vote of those present and entitled to vote and, in the first instance, by a show of hands. An ordinary member may be represented by a representative whose identity has been notified to the secretary at least forty-eight hours prior to the meeting.
21.3. A declaration by the chairman of the meeting of the result of a show of hands or a ballot, as the case may be, shall be conclusive.
22. AMENDMENTS TO CONSTITUTION
The constitution shall not be repealed or amended save by a resolution adopted by a majority of two thirds of the ordinary paid up members of the Society present in person or represented by proxy at any annual or special general meeting of members of the Society of which due and proper notice has been given.
23. MISCONDUCT OF MEMBERS
22.1 A member of the Society shall be guilty of misconduct should he/she in the opinion of the executive:
23.1.1. Commit any breach of this constitution or the rules or by-laws of the Society,
23.1.2. Be guilty of any conduct which places the Society in disrepute; or
23.1.3. Fail to make payment of any money due to the Society after due notice.
23.2. The hearing and investigation of any complaint as to the conduct of a member, and the procedure to be adopted in connection therewith, shall be in the sole discretion of the executive, provided, however, that the member whose conduct is the subject of complaint and investigation shall be informed of the nature of the complaint, or the executive shall take any reasonable steps to bring to his notice the nature thereof, by posting a registered letter to his registered or residential address or otherwise, and provided that such member shall be afforded an opportunity of replying to any such complaint, whether in writing or in such other manner as the executive may determine. The executive, after investigation, shall have the power in regard to a member who, in its opinion, has been guilty of misconduct as described in clause 22.1 above to:
23.2.1. Expel such member, who shall be ineligible for re-election; or
23.2.2. Deprive such member of any or all of the rights, benefits and privileges of his membership during such time or period as the Executive in its absolute discretion may deem fit; or
23.2.3. Call upon such member in writing, through the secretary, to resign and, if he fails to tender his resignation within seven days of the date of such request, to expel such member, who shall then be ineligible for re-election; or
23.2.4. Reprimand and/or censure such member, or
23.2.5. Caution such member; or
23.2.6. Impose such condition upon such member as to the use of the facilities of the Society as the Executive may in its sole discretion determine.
23.3. The decision of the executive under this rule shall be notified to such member by posting a registered letter to such member at his registered or residential address.
24. REGISTER OF MEMBERS
All members shall communicate their addresses from time to time to the secretary who shall keep a register of the names of members and of their addresses.
Every member, officer or servant of the Society shall be indemnified by the Society against all costs, losses and expense, which he may incur or become liable for by reason of any bona fide act or thing done by him as such in the discharge of this duties, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.
The Society may be dissolved by a resolution passed at a special general meeting called for that purpose by a majority of two-thirds of the ordinary members present and entitled to vote at the meeting.
On dissolution of the Society the remaining assets shall be given or transferred to another organisation with objects similar to those of the Society and which is itself exempt from income tax.