Constitution

1. NAME
   The name of the Society shall be "The South African Gastroenterology Society", abbreviated to SAGES, and the Afrikaans translation of the name of the Society shall be "Die Suid Afrikaanse Gastroenterologiese Vereniging (SAGEV)", hereafter referred to as the "Society". The Society is a Special Interest Group of the South African Medical Association, an association incorporated under Section 21 of the Companies Act, 1973, Reg nr 1927/00136/08, hereinafter referred to as "SAMA".
2. PURPOSES
   The purposes for which SAGES is formed are as follows:
   
   • 2.1 To promote an interest in and the study of digestive diseases and abnormalities of the gastrointestinal system, liver, bile ducts and pancreas (here and after collectively called "Gastroenterology").
   • 2.2 To serve as the leading authority and major voice in Gastroenterology and to effectively disseminate knowledge of the science and practice of gastroenterology and closely related fields (medical, surgical and scientific) through continuing education initiatives (eg. congresses and continuing professional development) and the provision and endorsement of appropriate guidelines for the practice of Gastroenterology.
   • 2.3 To foster development of well-trained, competent gastroenterologists to support health, research and teaching.
   • 2.4 To represent the interests of the Society's members, both in public and private health sectors, either directly or via establishment of affiliated special interest groups, with relevant role players in public and private health care structures.
   • 2.5 To make contact and establish links with societies and organisations with similar interests, specifically in regional co-operation.
   • 2.6 To recognise and commit to serve the diverse constituencies that make up the membership of the Society.
   • 2.7 To ensure relevance to its members by regular review of its activities.
   • 2.8 To facilitate the inclusion of Previously Disadvantaged Groups (PDGs) in the conduct and administration of Gastroenterology in South Africa.
   • 2.9 To pursue any other lawful activity that may be authorized by the Society's Governing Council.
3. POWERS
   The Society is empowered to do all and only such acts as are necessary or convenient to the objects and purposes set out in the Memorandum and Articles of Association of SAMA and to enter into contracts with any firm, person, corporation or association necessary or expedient for achieving the objects of the Society not forbidden by the Memorandum and Articles of Association of SAMA, or by this Constitution and/or Standing Orders of the Society, or by the laws of the Republic of South Africa.
4. SPECIAL PROVISIONS
   
   • 4.1 The private property of the members, Officers, Councillors, and employees of the Society shall not be subject to the payment of corporate debts to any extent whatsoever.
   • 4.2 The Society shall have no capital stock and is not organised for profit (i.e. shall be a not-for-profit society). No part of the net earnings of the Society, current or accumulated, shall inure to the benefit of any private individual, nor shall the Society be operated for the primary purpose of profit. The Society intends to avail itself of all tax benefits and exemptions to which it may be entitled under the Internal Revenue code, and it shall not operate or engage in any activity that would risk the loss of such benefits under that code. Notwithstanding this, the Society shall be entitled to remunerate any person for services delivered to the Society.
   • 4.3 The Society shall vest its general management in a Governing Body consisting of its Officers and Councillors. The composition, authority, and manner of selecting the Governing Body shall be specified in the Standing Orders.
   • 4.4 The existence of this Society is to be perpetual.
   • 4.5 The Standing Orders shall delineate the authority of the Governing Body and govern the internal affairs of SAGES. The Standing Orders may be amended as provided therein.
   • 4.6 Dissolution of the Society will require 80% of members voting in favour of the motion.
   In the event of the dissolution of the Society, the assets of the Society shall be given or transferred to another organisation or organisations engaged in activities similar to those for which this Society was established. The Executive Committee shall be responsible for selecting the organisation or organisations in accordance with the stipulations of this clause provided that such organisation or organisations be a Group within SAMA. If no suitable organisation is found, the assets will be transferred to SAMA.
5. MEMBERSHIP
   The Society shall consist of Full Members, Affiliated Members, Honorary Members, Life Members, Associated Members and International Members.
6. AMENDMENTS
   The constitution may be amended by the members entitled to vote at any General Meeting of the members. Every proposed amendment shall be submitted to the Council for consideration and recommendation at least 60 days prior to the Annual General Meeting. Notice of any such amendment, together with Council's recommendation, shall be mailed to each member of the Society at least 30 days before the Annual General Meeting. To be adopted, an amendment must be approved by at least two-thirds of the members at the Annual General Meeting. Any amendments to the Constitution or Standing Orders of the Society shall be approved by the National Council or Board of Directors of SAMA before becoming operative.

1. MEMBERSHIP
   
   • 1.1 Application for membership
     • 1.1.1 Applications for membership must be submitted on the prescribed form, duly signed by the proposer and seconder and submitted to the Secretary at the secretariat office and shall include the current subscription. Council shall assess applications in accordance with the categories set out in these Standing Orders and the applicant shall be notified of the decision.
     • 1.1.2 A full list of applicants admitted shall be presented for endorsement at each Council meeting.
   • 1.2 Categories The categories of membership shall be:
     • 1.2.1 Full Membership
       Any Medical practitioner who is registered as such with the Health Professions Council of South Africa (HPCSA) and who is a member of SAMA, shall be entitled to apply for Full Membership of the Society provided that the nature of his/her practice is such as to give him/her a special interest in gastroenterology.
     • 1.2.2 Affiliated Membership
       Membership is also open to medical practitioners who are registered as such with the HPCSA and who are involved in gastroenterology, but who are not members of SAMA. These members will enjoy all the benefits of SAGES but shall not be allowed to vote on matters concerning the SAMA or have the right to be elected to any office of the Medical Association. Membership of the Society shall at all times consist of at least 85% of Full Members.
     • 1.2.3 Honorary Membership
       Honorary Membership, as defined in the Memorandum and Articles of Association of SAMA, may be granted by the Council of the Society to persons who qualify for such membership in terms of the Memorandum and Articles of Association of SAMA. Honorary Members shall be entitled to such privileges as may from time to time be determined by the Council of the Society.
     • 1.2.4 Life Membership
       No direct entry to this category. Honour bestowed by Council.
     • 1.2.5 Associate Membership
       Any medical scientist or non-doctor, with a special interest in gastroenterology may be entitled to apply for Associate Membership of the Society.
     • 1.2.6 International Member
       Any member of any of the above categories may be termed an International member if he/she resides out of the boundaries of South Africa.
     • 1.2.7 Candidates for membership shall be elected by a majority of the Council of the Society at each meeting after being duly proposed and seconded in writing by any two Full members.
     • 1.2.8 Every member shall remain a member until his membership is terminated either by his resignation in writing addressed to the Secretary, by the decision of the Council of the Society or by failing to pay the annual subscription for two consecutive years.
2. CRITERIA FOR CHANGE IN MEMBERSHIP STATUS
   • 2.1 Life Member
     There is no direct admission to this category.
     
     Criteria
     • Ordinary members who have attained the age of 65 and have at least 15 years full membership with the Society may be nominated for Life Membership;
     • The member must have given exceptional service to the Society.
     Application
     • Nominations must be in writing to the Secretary and include documented evidence of the involvement in Society activities;
     • Individuals cannot nominate themselves;
     • Council shall assess nominations;
     • Life Members pay no annual subscription fees and have full voting rights and all the privileges of membership.
     • Registration fees at the annual SAGES Congress shall be waived.
   • 2.2 Rights & Privileges
     The rights and privileges of every member (for each category of membership) shall be personal to them and shall not be transferred or transmitted.
     
     Full and Life Members may vote and nominate to the Council. Only Full Members may be elected to Council.
   • 2.3 Fees & Subscriptions
     The amount of the annual subscription and application fee payable by members of the Society shall be set by resolution supported by majority vote at the AGM.
     
     The current (2003) application fee is R200. This fee shall be in lieu of the first annual subscription for successful applicants.
     
     The annual subscription for all categories of membership shall become due and payable on the first business day in every financial year. Any member whose subscription is not paid by 30 April shall be removed from the list of paid-up members until outstanding fees are received. Those so removed shall not be entitled to the privileges of membership. They cannot vote or be nominated for office or represent SAMA or the Society, or be eligible for scholarships, fellowships or other awards until the outstanding fees are received.
     
     Those members whose fees remain in arrears for two (2) financial years shall be removed from the membership list. Members so removed must reapply for admission.
   • 2.4 Resignation or Termination of Membership
     Every member shall remain a member until his/her membership is terminated either by his/her resignation in writing addressed to the Secretary, by the decision of the Council of the Society or by failing to play the annual subscription for two consecutive years.
     
     A member may resign their membership at any time by notifying the Society in writing of their intention to do so. The member remains liable for all fees due and unpaid at the time of the resignation.
     
     Those who have resigned in good standing may reactivate their membership in the Society within two (2) years of resignation by paying the current application fee. If any former member is re-admitted their rights and privileges as a member shall commence from the date on which all payments are received and Council endorses the readmission.
     
     If any member (including Honorary Members) refuses or neglects to comply with the provisions of this Constitution or the Standing Orders, or is guilty of any conduct which, in the opinion of the Council is unbecoming of a member or prejudicial to the interests of the Society, the Council by resolution passed by two-thirds of the members of the Council may recommend to a general meeting of the membership, that the member be censured, suspended or expelled.
     
     Council must give the member at least one week's notice of the intended meeting at which such a resolution is to be raised and of the allegations. The member shall then have the opportunity to give an explanation or defence in writing.
3. GOVERNING BODY (Council)
   
   • 3.1 The general control and direction of the policy and affairs of the Society shall be vested in its Council, which shall comprise of members elected from the full membership of the Society.
   • 3.2 In exercising control over the Society, the Council shall at all times abide by the Memorandum and Articles of Association of SAMA.
   • 3.3 The Council shall hold office for two years and shall consist of the President, the Secretary, the Treasurer, the Immediate Past President and the President-Elect and Life Presidents (if any), and 5 (five) additional members. Members of the Council shall be elected by ballot at the Annual General Meeting of the Society, according to clause 5 of these Standing Orders. Only members in good standing at the time of an election may nominate or vote for Councillors.
   • 3.4 A list of office bearers, together with a complete list of current members of the Society shall be sent to the South African Medical Association within thirty (30) days of election of such office bearers.
   • 3.5 The activities of the Society shall be suspended if, at any time, it's membership shall be less than sixty (60) members.
   • 3.6 In constituting the Council, the Society shall as far as practically possible observe the equity principle expounded in Articles 21.1.2 and 21.1.3 of the Memorandum and Articles of Association of SAMA.
   • 3.7 Powers of the Council
     The Council is responsible for ensuring the efficient and effective conduct of Society affairs, including but not limited to:
     • directing resources and activities to achieve the aims of the Society;
     • developing and ensuring the compliance with Standing Orders, Policies and Procedures;
     • establishing or disbanding Committees or other structures, with the right of co-option;
     • sanctioning members of the Society if necessary;
     • delegating appropriate authority to members or committees of the Society;
     • establishing monitoring and reviewing procedures;
     The Council may by resolution delegate any of its powers and/or functions to the Executive Committee.
   • 3.8 Proceedings of Council
     Council shall convene at least three (3) times in any one calendar year.
     
     Council may convene a meeting through the use of telephones or other electronic communication, and any such meeting shall be as valid and effective as if all the participants were present in person.
     
     The President may at any time, or the Secretary shall at the request in writing from at least three (3) Councillors, convene an extra-ordinary meeting of Council.
     
     The quorum necessary for the transaction of business shall be six (6) members.
     
     Questions arising at any meeting shall be decided by a majority of votes. In the case of equality of votes the chair shall have a second (casting vote).
     
     There shall be no substitutes for Councillors at meetings.
     
     A written record of all meetings shall be kept by the Secretary.
4. OFFICERS
   The Officers and Councillors shall serve without compensation and shall derive no monetary reward but may be reimbursed for expenses incurred in carrying out the duties of the office.
   • 4.1 Executive Committee
     An Executive Committee shall function within Council. The Executive Committee shall consist of the President, Secretary, Treasurer and the President-Elect.
   • 4.2 President
     The President shall provide leadership of the Society and shall perform all duties incidental to that position. The President shall preside at all meetings of the Society and shall serve as Chair of Council and of the Executive Committee. With the approval of Council, the President shall appoint Chairs and members of the committees set forth in these Standing Orders and any ad hoc committee or group that Council establishes. The President shall be an ex officio, non-voting member of Standing Committees and all ad hoc committees established by Council. The President shall report to Council on official activities and shall advise Council on such matters as may further the purposes of the Society.
   • 4.3 President-Elect
     The President-Elect, in the absence or inability of the President to act, shall preside at meetings of the Society, serve as Vice President of Council, and shall also perform such other duties as may be assigned from time to time by Council or the President.
   • 4.4 Honorary Secretary
     The Honorary Secretary (herein referred to as Secretary) shall keep the minutes of all meetings of the Society and of Council, shall be the custodian of the records of the Society and shall perform duties incident to the office of Secretary. As with all Council officers and members, the position is an honorary one without remuneration.
   • 4.5 Honorary Treasurer:
     The Treasurer (herein referred to as Treasurer) shall be responsible for overseeing custody and prudent investment of the assets and funds of the Society and control expenditure of funds in accord with the programs, priorities, and budget established by Council and shall regularly inform Council and members on the financial status of the Society. The Treasurer shall be responsible for overseeing collection of dues and other income and for ensuring that no monies are disbursed except upon proper authority. The Treasurer shall be responsible for overseeing the financial records or books and accounts and financial systems; shall periodically review and approve internal controls designed to ensure proper control of funds and disbursements and shall ensure that current and projected income and expenses meet the budget of the Society. Council may, at all times, inspect and verify the books and accounts. The accounts shall be audited annually by a registered accountant. The Treasurer shall also perform all other duties incident to the office of Treasurer.
   • 4.6 Term:
     The term of office is two (2) years. All officers and councillors, except for the President-Elect, Secretary and Treasurer, shall stand down and are eligible for re-election to a maximum of three (3) terms, ie. six (6) years.
     
     On completion of three (3) terms, officers and councillors must stand down for at least one (1) term, ie. two (2) years, before being eligible for re-election.
     
     The term of office of President and Past-President is for two (2) years only. The retiring Past President then becomes ineligible to sit on Council for at least one (1) term before being eligible for re-election.
     
     The President-Elect shall take office at the conclusion of the Annual General Meeting endorsing the new Council and the official ceremony shall be at the Annual Congress banquet
   • 4.7 Proceedings of the Executive Committee
     The quorum necessary for the transaction of business shall be no less than three (3) elected members.
     
     During intervals between meetings of the Council, the Executive Committee shall exercise such powers of the Council in the management and direction of business and the conduct of affairs of the Society as may be entrusted to it by the resolution of the Council.
     
     The Executive Committee shall conform to any requirements that shall be imposed by the Council, and Council reserves the right to overrule the Executive Committee.
     
     The Executive Committee shall keep a written record of its proceedings and report and make recommendations to the Council.
5. ELECTIONS OF COUNCIL
   The members of the Council shall be elected every two years by voting during the Annual General Meeting.
   
   Notices shall be despatched at least twenty one (21) days prior to the Annual General Meeting to all members in good standing entitled to vote, seeking nominations for Council and office bearers.
   
   Candidates must be members of the Society and must be nominated in writing by two members in good standing. Each nomination must be referred to the Secretary, signed by the proposed, seconder and the proposed candidate. The closing time for the nominations shall be 12 noon on the day of the Annual General Meeting.
   
   Should there be more nominations than the number of vacancies a ballot shall be held of all members eligible to vote.
   
   The Executive shall be elected first. Nominations for President Elect, Secretary and Treasurer shall be from members currently on SAGES Council. The order of the election shall be President Elect first, followed by Secretary, followed by Treasurer. Thereafter voting shall take place for the five councillors.
   • 5.1 Returning Officer
     Council shall appoint Returning Officers (immediate Past President and President Elect) to supervise the elections. The Returning Officer(s) must be a member of the Society who is not standing as a candidate in the election.
     
     The Returning Officer(s) shall select placement of candidates on the ballot paper by lot. Any voting paper adjudged by the Returning Officer to be completed improperly or incorrectly shall be invalid.
     
     The ballot paper shall be circulated to all ordinary members eligible to vote in the election. Instructions regarding how to vote shall be included.
     
     Whenever two (2) or more candidates receive an equal number of votes selection shall be by re-vote.
     
     The Returning Officer(s) shall present the results of the election for endorsement at the Annual General Meeting.
   • 5.2 Voting
     In Person
     Voting shall be decided by ballot. If necessary, Returning Officer(s) shall be appointed to conduct the count. The decision shall be on a majority vote as declared by the immediate Past-President. Proxy Votes
     Proxy votes, according to the Memorandum and Articles of Association of the SAMA are permitted at all general meetings of the Society including for the election of Council and office bearers.
     
     Proxy votes must be set out on the prescribed form and registered and validated by the Treasurer prior to the meeting.
6. OFFICERS: VACANCIES
   
   • 6.1 President
     If the President dies or resigns, is unable to perform the duties of the office, or if the office otherwise becomes vacant, the President-Elect shall immediately become President and shall serve for the balance of the last President's term and the term to which the President-Elect would have succeeded in due course.
   • 6.2 President-Elect
     If the President-Elect dies or resigns, is unable to perform the duties of the office, or if the office otherwise becomes vacant, then the office of President-Elect shall be filled by a Councillor nominated by Council for the balance of the unexpired term.
   • 6.3 Honorary Secretary
     If the Secretary dies or resigns, is unable to perform the duties off the office, or if the office otherwise becomes vacant, then the vacancy in the office of Secretary shall be filled by a Councillor nominated by Council for the balance of the unexpired term.
   • 6.4 Honorary Treasurer
     If the Treasurer dies or resigns, is unable to perform the duties off the office, or if the office otherwise becomes vacant, then the vacancy in the office of Treasurer shall be filled by a Councillor nominated by Council for the balance of the unexpired term.
   Council shall have the option to appoint a replacement of a Councillor taking into account the position to be filled and the next highest vote from previous elections.
   
   The person appointed to fill a casual vacancy shall hold office until the conclusion of the term of the retired Councillor.
7. GENERAL MEETINGS
   
   Annual General Meeting
   The Society shall have an Annual General Meeting once each year to hear reports on the Society's activities, to amend this constitution and to take other action as may be authorized pursuant to the Standing Orders. A quorum shall consist of 20 members
   
   The Annual General Meeting of the Society shall be held during the annual SAGES Congress and the business of such meeting shall be:
   • To receive and consider the report of the President;
   • To receive and consider the Treasurers report and the audited financial statement;
   • To receive and consider the report of the Returning Officer(s) in relation to the result of the elections which shall be held every two (2) years;
   • To consider any resolution of which notice shall have been given;
   • To consider any other business which may have lawfully been brought forward.
   Extraordinary general meetings of the Society may be held from time to time and shall be called by the Executive Committee or by the Executive Committee on the requisition in writing of eleven (11) Full Members of the Society.
   
   • 7.1 Notice of Meetings
     Members shall be given not less than fourteen (14) days notice of any General Meeting of the Society. The notice of meeting shall include the general purpose of the meeting and any business to be transacted.
   • 7.2 Notice of Proposed Resolution
     Thirty (30) days written notice of the intention to propose a resolution at a General Meeting of the Society must be given to the Secretary who shall send the notice to all eligible members, at least fourteen (14) days prior to the meeting.
   • 7.3 Proceedings at General Meetings
     No business shall be transacted unless a quorum of members eligible to vote is present. A quorum will consist of twenty (20) members. This meeting shall be conducted within the framework of Roberts' Rules of Order. (http://www.constitution.org/rror )
     
     The President shall preside as chairperson at every General Meeting of the Society. If the President is unavailable, the President-Elect shall chair the meeting. If the President-Elect is also unavailable, those members present shall elect a Chairperson from the members present.
     
     Subject to the provisions regarding the election of the Council and office bearers, at any General Meeting a resolution put to the vote shall be decided on a show of hands.
     
     A member may vote in person or by proxy.
     
     Proxy votes shall be in writing on the appropriate form and must be validated by the Treasurer prior to the scheduled meeting.
     
     A member shall be entitled to instruct their proxy to vote in favour or against any proposed resolution. Unless otherwise instructed the proxy may vote, as they think fit.
     
   • 7.4 The Secretary and Treasurer shall submit an Annual Report and a Financial Statement at the Annual General Meeting of the Society. A copy of each shall thereafter be sent to the Chief Executive of SAMA within 30 (thirty) days of the meeting.
8. STANDING COMMITTEES
   
   Council may delegate any of its powers to committees to assist in undertaking the administration of the objectives of the Society. Any committee so formed shall conform to any regulations that may be imposed by Council.
   
   At the time of the current revision of this Constitution and Standing Orders, the major standing Committees of Council are:
   • Academic and Scientific Committee
   • Private Practice Committee
   • Guidelines, Peer Review & Ethics
   • Communication and Local Societies
   The Chairperson of each standing committee shall be a member of Council as set out in this constitution.
9. ADMINISTRATION OF THE SOCIETY
   
   • 9.1 Secretariat
     The Society's secretariat shall be a professional office under the management of the Secretary. The secretariat may be relocated at the discretion of Council. The Secretary shall be responsible to Council for the running of the office and the management of staff and duties of secretariat.
   • 9.2 Indemnity
     Any member of Council shall be indemnified by the Society against all expenses, which may be incurred in the course of their duties as member or officer of the Society. Councillors shall be indemnified by the Society against any liability arising out of the execution of the duties as defined by the Council and this constitution and Standing Orders, which are incurred by them in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in any connection with any application under law in which relief is granted to them by the court in respect of any negligence default breach of duty or breach of trust.
   • 9.3 Standing Orders
     Council shall develop Standing Orders which shall cover the day-to-day operation of the Society. These Standing Orders shall be seen as working documents and may be amended by a majority vote of the members of Council at any time.
   • 9.4 Meetings
     For the purpose of the Standing Orders, a meeting of Council or committee or any other body pursuant to this constitution shall mean:
     • A meeting of persons assembled in person on the same day at the same time and place; or
     • Those persons communicating with each other by telephone at a structured teleconference or other electronic media organised by the Society;
     Persons participating in a teleconference are deemed to be present (including for the purposes of constituting a quorum) and entitled to vote at the meeting.
   • 9.5 Quorum
     A quorum for conducting business at a Council or Executive Committee meeting shall be six (6) and three (3) Councillors respectively. The quorum for transaction of business at an annual general meeting of the membership shall be twenty (20) members eligible to vote, attending in person.
10. FINANCES
    The accounts shall be kept at the secretariat offices of the Society.
    
    The fiscal year of the Society shall be 1 May to 30 April.
    
    The Treasurer shall ensure that the appropriate records are kept. An audited copy of the accounts are to be presented to the membership at each Annual General Meeting.
    
    Guidelines for the monitoring of finances are detailed in the Standing Orders.
    
    An annual subscription to be determined by Council shall be payable by members of the Society to provide funds for the carrying out of work of the Society. It shall be competent for the amount of this subscription to be altered by a majority vote at the Annual General Meeting of the Society.
    
    AUDITOR
    The appointment of the auditor shall be endorsed at each Annual General Meeting.
11. ACTIONS
    
    • 11.1 The Society may take such actions as may be deemed necessary in all matters affecting the legitimate interests of its members provided that SAMA as such be not involved in or pledged to any action, and that any action contemplated by the Society be in conformity with the policies of SAMA.
    • 11.2 Should the Society refer a matter affecting the interests of its members to the National Council or the Board of Directors of SAMA for action, it shall take no further independent action unless requested to do so by the National Council or the Board of Directors.
12. ORGANISATION
    
    • 12.1 It shall be competent for the Society to allow the formation of sub-branches or groups of the society within the framework of one or more of the branches or divisions of SAMA or in such other manner as may be desirable. Such sub-groups may be allowed powers or independent action in local matters provided that such action is not in conflict with the general policy and the rules of the Society and of SAMA in general.
    • 12.2 Such sub-Groups shall elect a Chairperson, an Honorary Secretary/Treasurer, and an Executive Committee consisting of not more than three 3 members annually at the annual general meeting of the sub-group which shall be held two (2) month(s) prior to the annual general meeting of the Society.
    • 12.3 Reports of local action taken shall be submitted by the Honorary Secretary/Treasurer of the sub-group to the Secretary/Treasurer of the Society.
    • 12.4 Each sub-group shall have a minimum membership of four (4) Full Members.