About SAAA

Constitution

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  1. Name
  2. Definitions and Interpretations
  3. Nature and Powers of The Association
  4. Objectives
  5. Membership
  6. Organisational structure and Management
  7. Meetings
  8. Finance
  9. No profit for Members
  10. By-Laws
  11. Indemnity
  12. Notice
  13. Amendments to the Constitution
  14. Dissolution and Winding up

  1. NAME

    • The Association is hereby constituted and will be called: South African Association of Audiologists (herein referred to as The Association).
    • Its shortened name will be SAAA.


  2. DEFINITIONS AND INTERPRETATIONS

    In this Constitution and the Annexures and By-Laws to this Constitution:
    • The under-mentioned words and expressions shall bear the meanings assigned to them as follows:

      Act shall mean the Non-Profit Organisations Act No.71 of 1997, or any amendments thereto and the regulations passed in terms thereof.
      AGM shall mean an annual general meeting of the Members of The Association and, where the content requires, means the specific annual general meeting in the context. Association shall mean South African Association of Audiologists
      Chairperson means the person elected to chair a General meeting or Committee meeting in accordance with this Constitution Financial year shall mean a period of 12 calendar months from 1 April to 31 March the following year Graduate shall mean a person who has successfully completed a relevant training course at any one of the five recognised training facilities in South Africa and has received an appropriate degree and is thus qualified as either a Speech Therapist or is dually qualified as a Speech Therapist and Audiologist HPCSA shall mean Health Professions Council of South Africa
      Member shall mean a person that, at the relevant time, is a properly admitted Member in any of the classes of Membership contemplated in clause 5.6 of this Constitution. Ordinary resolution shall mean a resolution where the majority of those members entitled to vote, vote in favour of the resolution.
      President shall mean the National President of The Association, elected from time to time in accordance with this Constitution.
      Recognised Training Facilities shall mean University of Pretoria, University of The Witwatersrand, University of Cape Town, University of KwaZulu-Natal and University of Limpopo: Medunsa Campus Register shall mean the register of Members kept by The Association as provided for in terms of this constitution.
      Secretary shall mean a person appointed to perform the duties of a secretary of The Association.
      Special resolution means a resolution where not less than three quarters of those Members present, physically or by proxy and entitled to vote at an AGM, vote in favour of the resolution. Student shall mean a person who is registered with either one of the five recognised training facilities in South Africa and is studying either Audiology or Speech Therapy or both. Year shall mean an un-interrupted period of 12 calendar months.

    • Unless the context indicates a contrary intention, an expression which denotes:
      • any gender includes the other genders;
      • a natural person includes a juristic person and vice versa; and
      • the singular includes the plural and vice versa.
    • In the event of any inconsistency between any Clause in this Constitution and the Act, the Act shall prevail at all times.
    • In the event of an inconsistency between this Constitution and any By-Law or regulation made in accordance with Clause 10, this Constitution shall prevail at all times.
    • In case of doubt as to the meaning or interpretation of any of the provisions of this Constitution, the interpretation of the Executive Council shall be binding on all Members of The Association.
    • The clause headings are for convenience only and are not to be used in its interpretation.


  3. NATURE AND POWERS OF THE ASSOCIATION

    The Association is constituted as a Non-Profit Organisation in terms of the Act, and will, subject to the Act, have all the powers necessary, including those of an individual, to:

    • exist in its own right and have an identity distinct from its members or office-bearers;
    • continue to exist even when its membership changes and there are different office bearers;
    • give effect to this Constitution;
    • carry out Objectives;
    • be able to own property and other possessions;
    • be able to sue and be sued in its own name; and
    • employ such salaried staff as may be necessary to fulfill and carry out its objectives.


  4. OBJECTIVES

    • The primary objective of The Association is the development and promotion of the practice of Audiology as an autonomous profession.
    • The Association provides a forum for professional Audiologists to facilitate a united, professional identity for the profession, including providing support, public accountability, and representation of the profession to the community.
    • Without limiting the generality of the above, the objectives include the following:
    • to promote the development of research into the practice of Audiology, skills development, theory and knowledge building and promote these amongst members and in the community as widely as possible;
    • to formulate, monitor, and review standards of ethical behaviour for the public good in the practice of Audiology;
    • to formulate, monitor, and review standards of training and education leading to recognition as a professional Audiologist;
    • to foster opportunities for professional development through activities such as conferences, workshops, publications, electronic media etc;
    • to coordinate the provision of relevant information on qualified Audiologists to the community, medical fraternity, Medical Aid companies, colleagues and related healthcare professions, through a Register of Member Audiologists;
    • to liaise with other relevant national and international organisations;
    • to operate on a non profit basis.


  5. MEMBERSHIP

    • Membership of The Association is voluntary and is open to persons who are supportive of the objectives of The Association and are accepted by the National Management Committee for admission to a category of Voting or Non-Voting Membership under and in accordance with this constitution.
    • The number of Members of The Association is unlimited.
    • All Members of The Association shall be bound by this Constitution, the resolutions and the by-laws made there under and by all proper directions of the National Management Committee
    • Application and entrance

      The following provisions apply to applications for admission as a Member:

      • The application must be made by completing and signing the form approved for this purpose by the National Management Committee, and lodging it with the Secretary; and upon lodging the application, the applicant must pay the relevant entrance and subscription fees, more fully described in clause 5.7;
      • In respect of each application for Membership duly made in accordance with this Constitution:
      1. the National Management Committee, or its duly authorised delegate, shall promptly after it is received from the applicant, consider whether to accept or reject the application;
      2. the National Management Committee has the sole and absolute discretion to accept or reject the application for Membership;
      3. notwithstanding any other provision, whilst the National Management Committee’s duly authorised delegate may accept the application, the application must be referred to the National Management Committee for further consideration if the delegate wishes to reject the application, and the National Management Committee continues to have the sole and absolute discretion whether to accept or reject the application;
      4. if the application is accepted by the National Management Committee or its duly authorised delegate, the applicant shall be admitted forthwith as a Member and shall be notified accordingly;
      5. the National Management Committee does not have to give reasons for rejecting an application; and
      6. if the application is rejected, all amounts paid by the applicant on account of the application shall be refunded in full.


    • Notifying Member of Admission

      Following admission of a new Member, the Secretary must promptly:
      • notify the Member in writing of the admission to membership by issuing a receipt for the subscription fee paid by the Member on account of the application for membership; and
      • cause the required details to be entered in the Register.
    • Grades and qualification for membership
      The members of The Association are divided into Voting and Non-Voting Members in the 3 classes described in clauses 5.6.1 and 5.6.2 below.

      • Voting Members shall comprise 2 classes of Membership, namely:
        1. Professional Members, who are divided further into different categories of Professional Membership and more fully described in clause 5.6.3, but all of whom shall have all of the rights of Members of The Association under and in accordance with this Constitution, including without limitation the right to vote at general meetings of Members and, provided they have been an active member for at least 1 year prior to relevance, and subject further to clause 6.1.1 herein to stand for election as President or other elected Office Bearer of The Association; Different categories of Professional Membership:
          1. may be determined by ordinary resolution of the Professional Members voting at a general meeting of The Association, with such different criteria for admission or different entitlements (other than rights of Professional Members provided for in this Constitution which shall prevail); and
          2. have, simultaneously with, or immediately prior to or following the adoption of, this Constitution been determined by the Professional Members as follows:


          Group A: Full Members; and
          Group B: Graduate Members.
          and;

        2. Voting (Non-Professional) Members, who are divided further into different categories of Voting (Non-Professional) Membership and more fully described in clause 5.6.3, shall have the rights of Members of The Association under and in accordance with this Constitution, including without limitation the right to vote at general meetings of Members and, provided they have been an active member for at least 1 year prior to relevance, and subject further to clause 6.1.1 herein, stand for election as Management Committee Member or Regional Branch Manager of The Association but for avoidance of doubt may not be elected as President of The Association.
        Different categories of Voting (Non-Professional) Membership:

        1. may be determined by ordinary resolution of the Members voting at a general meeting of the The Association, with such different criteria for admission or different entitlements (other than rights of Voting (Non-Professional) Members provided for in this Constitution which shall prevail); and (
        2. have, simultaneously with, or immediately prior to or following the adoption of, this Constitution been determined by the Voting Members as follows:


        Group C: Life Members.

      • Non-voting Members shall comprise a single class of Membership, and is divided further into different categories of Non-voting Membership and more fully described in clause 5.6.3, and shall have the rights of Membership provided in this Constitution, but for the avoidance of doubt, they shall not be entitled to vote at general meetings of Members, nor stand for election in any office of The Association.

        Different categories of Non-voting Membership:

        1. may be determined by ordinary resolution of the Voting Members at a general meeting of the Institute, with such different criteria for admission or different entitlements (other than rights of Non-Voting Members provided in this Constitution which shall prevail); and
        2. have, simultaneously with, or immediately prior to or following the adoption of, this Constitution been determined by the Voting Members as follows:
        Group D: Student Members;
        Group E: Associate Members; and
        Group F: Honorary Members.

      • Without limiting the scope or generality, membership of the different categories may include the following persons:

        Group A: Full Membership may be granted to:

        • a Graduate Professional;
        • in Own Private Practice in South Africa;
        • registered as either Audiologist or dually registered as Audiologist and Speech Therapist with the HPCSA; and
        • who is in possession of a valid certificate of registration.


        Group B: Graduate Membership may be granted to:

        1. a Graduate Professional;
        2. working in other fraternities; and 3
        3. may be registered with the HPCSA.

          Group C: Life Membership may be granted to
        4. a Graduate;
        5. who has retired from the profession; and
        6. need not be registered with the HPCSA.

          Group D: Student Membership may be granted to:

        7. A Student;
        8. registered with either one of the five Recognised Training Facilities in South Africa who is studying either Audiology or Audiology and Speech Therapy; and
        9. may be registered with the HPCSA.


        Group E: Associate Membership may be granted to:
        • a Graduate;
        • who is either not in practice or is practicing abroad; and
        • may be registered with the HPCSA.

          Group F: Honorary Membership may, by process of nomination by the National Management Committee and acceptance by majority vote at any General Meeting of Members, be granted to:

        • any person who has contributed significantly to the objectives of The Association; or
        • is genuinely associated with the profession and the work of The Association; or
        • has given distinguished service to the profession.


      • Entrance and Annual Subscription Fees
      • Subject to clauses 5.7.2 and 5.7.3, the:
        1. entrance fee and administration fee, payable upon admission to any category of Membership, or upon re-admission after a period of cessation of membership of at least one year;
        2. annual subscription, payable upon renewal of Membership in any category of Membership; and
        3. penalty fee is the amount determined by the National Management Committee from time to time.

        4. Notwithstanding any other provision, the following special regulations shall apply:
        5. Life Members and Honorary Members shall not be required to pay entrance or annual subscription fees;
        6. The Representatives of the five Recognised Training Facilities in South Africa shall not be required to pay entrance or annual subscription fees;
        7. The five winners of “Best Audiologist in Clinical Audiology” from the five Recognised Training Facilities in South Africa shall be awarded free admission to the applicable category of Membership or one year free subscription, whichever may apply.
        8. The five Class Representatives of the final year students from the five Recognised Training Facilities in South Africa shall not be required to pay entrance or subscription fees, whichever may apply, for the year during which they are the Class Representatives.
      • For the avoidance of doubt, the National Management Committee may determine differential entrance and annual subscription fees for different categories of Members, as contemplated by clauses 5.6.1 and 5.6.2, within each class of Membership
      • Register of Members
        A Register of the Members must be kept.

        The following details must be entered and kept current in the Register in respect of each Member:
        • the full name, ID number and contact details of the Member;
        • the Member’s registration number with the HPCSA, if applicable;
        • the date of admission to and cessation of membership;
        • the category of membership; and
        • such other information as the National Management Committee requires.
        Each Member is responsible to notify the Secretary in writing of any change in that person‘s name or contact details within 1month after the change.

      • Powers and privileges of Members
      • All Members of The Association:

        1. agree to be bound by the provisions of this Constitution and of all By-Laws promulgated by the National Management Committee in accordance with this Constitution;
        2. shall enjoy the rights and privileges of membership under this Constitution and the Act, for so long as they abide by the provisions of this Constitution;
        3. shall have the right to receive notices of, and to attend and be heard at, and in the case of Voting Members to vote at any general meeting;
        4. may attend all activities such as conferences and workshops arranged by The Association for its Members; and
        5. may, subject to specific limitations imposed by the National Management Committee, receive official publications and/or have access to relevant information available via electronic media.
      • Full Members (Group A):
        2. shall exclusively be included in the list of Audiologists that will be made available to anyone contacting the share call number.
        3. shall register as members of the Tariff Consulting Organisation appointed by the National Management Committee.
      • Termination of Membership
      • A Member shall cease to be a Member if:
        1. The Association ceases to exist;
        2. by notice in writing to the President or Secretary of the National Management Committee, the Member resigns his/her membership;
        3. subject to clause 5.10.3, the Member’s annual subscription or any other amount due and payable by that member to The Association has been in arrears for more than three months;
        4. subject to clause 5.10.5, by Special Resolution, the Members of the National Management Committee decide to suspend or expel that Member;
        5. the Member is suspended or struck off the Register of Audiologists at the HPCSA
        6. subject to clause 5.10.5, the Member is found guilty of misconduct, or conduct that has brought, or is likely to bring The Association into disrepute.


      • In the event that a Member's membership is cancelled in accordance with clause 5.10.1(c) above, the Member may, with the approval of the National Management Committee, be reinstated as a Member immediately on payment of all sums due by that Member.
        • Notwithstanding any other provision, if a Member cannot pay the annual subscription fee due to proven financial hardship, the National Management Committee may in its sole discretion allow such Member to remain a member for the duration of that year, or for such shorter period as the National Management Committee may determine.
        • Despite resignation of a Member under clause 5.10.1(b), such Member’s liability for any fees, subscriptions or other moneys in arrears at the date of such resignation shall continue until discharged by payment.
        • If the National Management Committee has reasonable grounds to believe that a Member has:
        1. engaged in conduct prejudicial to the interests and/or Objectives of the Association;
        2. refused or neglected to comply with this Constitution;
        3. acted in such a manner as to make their suspension or expulsion desirable in the interests of The Association;

          then the National Management Committee shall appoint one of its Committee Members to investigate the matter. The investigating Committee Member shall prepare a report which is to be tabled at a Special Meeting at which the Member in question is, by means of written notification of not less than 21 days, invited to be present. At the Special Meeting the Member in question shall be given a fair hearing and a proper opportunity to respond to the allegations and bring forward evidence to support his/her case. After considering the investigating Committee Member’s report and any response by or on behalf of the Member in question, the National Management Committee may:

        4. direct that no further action be taken;
        5. direct that the Member take appropriate steps to ensure that he/she complies with the Association membership requirements within a reasonable time;
        6. suspend the Member’s membership until such time as the matter is resolved to the satisfaction of the National Management Committee; or
        7. recommend to the next meeting of the National Management Committee that the Member be expelled from the Association. The Member in question will be temporarily suspended, pending the final decision. Appeal against termination of membership shall be to the Chair of the next meeting of the National Management Committee where a majority of Members then being present and entitled to vote will be required to either uphold or overturn the recommendation to expel or suspend the Member in question.
      • Upon ceasing to be a member, the member shall forfeit all rights and claims against The Association. The member shall not be entitled to a refund of any subscriptions paid for any period beyond the date of cessation of membership.


  6. ORGANISATIONAL STRUCTURE AND MANAGEMENT

    National Management Committee

    The general control and direction of the policy and affairs of The Association shall be vested in the National Management Committee.
    • Composition

      The National Management Committee shall consist of the following Office Bearers;
      • the majority of whom shall be Full Members of The Association as contemplated in clause 5.6.1 above; and
      • all of whom shall either be Professional Members or Voting (Non-Professional) Members of The Association, eligible for election in terms of clause 5.6.1 above:
      1. The Executive Council;
      2. The Chairperson of each Standing Committee set up by the Executive Council; and
      3. The Regional Branch Managers.


    • Powers and Functions of The National Management Committee
      Subject to the Constitution and the Act, the National Management Committee will have the following powers and functions:

      1. to control and manage the business and affairs of The Association
      2. to authorise the Treasurer to distribute assets and income of The Association to such persons or bodies in accordance with the objectives of The Association
      3. to perform all such acts and things, including the determination of policies and procedures, as appear to the National Management Committee to be necessary for the proper management of The Association
      4. to make, repeal and amend any By-laws governing The Association
      5. to exercise all such powers and functions of The Association other than those powers that
        1. an act of Parliament;
        2. a clause of this Constitution; or
        3. a resolution of the Members present and entitled to vote at a General Meeting, requires the Members to exercise in a General Meeting
      6. to accept or reject applications for membership
      7. to suspend a member or withdraw membership in accordance with this Constitution
      8. to appoint committees to advise the National Management Committee
      9. to determine the powers and functions of office bearers
      10. to employ or contract or co-opt for the services of a person or persons to advise or assist it with the management and conduct of the affairs of The Association and such other functions as may be determined from time to time by the National Management Committee
      11. to delegate power as the National Management Committee thinks appropriate, necessary and/or expedient
      12. to raise funds and receive donations and contributions
      13. to buy, hire or exchange for any property that it needs to achieve its objectives
      14. to invest surplus funds.


    • The Executive Council of the National Management Committee shall consist of the following, all of whom must be Full Members of The Association as contemplated in clause 5.6.1 above:
      1. President Elect
      2. President
      3. Immediate Past President
      4. Secretary
      5. Treasurer


    • Powers and Functions of The Executive Council

      The Executive Council shall

      1. conduct the day-to-day business of The Association;
      2. carry out and implement all decisions and resolutions passed by the National Management Committee;
      3. be accountable to and report to the National Management Committee on a regular basis, as determined by the National Management Committee;
      4. convene and arrange the meetings of The Association
      5. prepare and distribute agendas for and minutes of meetings to Members
      6. co-ordinate all functions, workshops, committee meetings, etc.
      7. collect all monies payable to The Association
      8. pay out or invest such funds as may be required for the welfare of The Association or for furthering the objectives of The Association, subject to the Financial Policy of The Association;
      9. meet at least 8 times per year


    • Term of office
      Members elected to the office of:

      1. National Management Committee, shall subject to clause 6.1.5 (c) and 6.1.5 (d), hold office for a term of two years until the conclusion of the succeeding AGM, providing that no such member of the National Management Committee shall be eligible for nomination for the same office for more than three successive terms.
      2. Executive Council, or a chairperson of a standing committee of The Association, shall, subject to clause 6.1.5 (c) and 6.1.5 (d), hold office for a period of two years until the conclusion of the next AGM, providing that no such member of the Executive Council shall be eligible for election to that office for more than three successive terms.
      3. President Elect shall by automatic process proceed to the office of President.
      4. President shall by automatic process proceed to the office of Immediate Past President.
    • Vacancies

      The office of a Member of the National Management Committee becomes vacant if the member:

      1. resigns her/his office by one months' notice in writing given to the Secretary or, in the case of the Secretary, to the President; or
      2. is removed by a resolution passed by those Members present and entitled to vote at a General Meeting; and;
      3. In the event of the office of President becoming vacant, the Immediate Past President shall assume the office of President until the next AGM; and
      4. in the event of a vacancy in the offices of President Elect and Immediate Past President, the National Management Committee may appoint a Member, eligible for election, (whether already a member of The National Management Committee or not) to the vacant office. The Member so appointed may continue in office until the next AGM. If an existing Member of the National Management Committee is appointed to the vacant office then the Executive Council must appoint a Member, eligible for election, in the subsequent vacancy who may continue in office until the next AGM.
    • Electoral Process

      This Clause applies to all elected National Management Committee members:
      • President Elect;
      • President;
      • Immediate Past President;
      • Secretary;
      • Treasurer; and
      • Standing Committee Chairpersons; and is subject to the terms of office as contemplated in Clause 6.1.5.


      1. At least eight weeks before the date of each AGM the Secretary shall, by written notification, call for nominations from Members entitled to vote;
      2. Members, and current National Management Committee members eligible for re-election, are eligible for nomination;
      3. Nominations shall be in writing, signed by the nominee and one other Member, who must be eligible to vote, acting as nominator.
      4. A nominee may be nominated for more than one office.
      5. Nominations will close on the date 14 days before the AGM. This date shall be stated in the notification sent by the Secretary pursuant to Clause 6.1.7 (a);
      6. If, after the close of nominations:

        • only one nominee is nominated for any office then the Chairperson at the AGM shall declare that nominee to be elected to that office.
        • the number of nominees for any office is more than one then a ballot in relation to these offices shall be conducted at the AGM.
        • no eligible member or National Management Committee Member has been nominated then the Chairperson shall call for late nominations from amongst those Members and National Management Committee Members present at the AGM. If no such nominations are made and accepted by the nominees, then the National Management Committee may make an appointment at a later date.
      7. In voting for all positions, and especially for the Executive Council, Members are to consider the capacity of the nominee for the Office
    Regional Branches

    The National Management Committee may establish Branches in different Regions. A Regional Branch consists of all the Members residing in a specific geographical region.

    • Management, Powers and Functions of Regional Branches The voting members of a Regional Branch shall nominate a Member eligible for election, as Regional Branch Manager. The Member so nominated shall serve in office until the next General Meeting of the Association where the nomination shall be either accepted or rejected by simple majority vote. In the event of rejection of a nomination, the Chairperson shall call for an alternative member of that Regional Branch to be nominated and accepted by majority vote. If no such nominations are made and accepted by the nominees, then the National Management Committee may make an appointment at a later date.

      The Regional Branch Manager shall serve ex-officio on the National Management Committee.

      Regional Branches shall:
      1. promote the objectives of the Association in the Region
      2. subject to the Financial Policy of The Association, obtain finance from the National Management Committee to carry out their functions.
      3. establish, and appoint members to serve in, Regional Committees.
    • Dissolution of Regional Branches

      A Regional Branch may be dissolved
      1. if, by majority vote of its members, a resolution is passed to apply to the National Management Committee to dissolve the Regional Branch; or
      2. under exceptional circumstances, by resolution of the meeting of the National Management Committee. Any surplus assets of the Regional Branch thus dissolved, shall be transferred to the National Management Committee.
  7. MEETINGS
    • Annual General Meeting
      • Purpose The ordinary business of the Annual General Meeting shall, but is not limited to, be:

        1. to confirm the minutes of the previous AGM and any Special General Meeting held since that meeting;
        2. to receive a report from the Chairperson detailing the affairs of the Association since the previous AGM;
        3. to receive the Chairperson’s presentation of the principal activities of The Association during the most recently ended financial year and significant change in the nature of those activities that occurred during that financial year
        4. to receive reports from the Chairpersons of each standing committee or any ad-hoc committees detailing the affairs of that committee since the previous AGM;
        5. to consider any motion proposed by a Member, of which at least twenty-one days written notice has been given to the Secretary (such a motion to be considered after Council motions);
        6. to receive and consider the National Management Committee’s presentation of the Financial Statements and report from the Accounting Officer in respect of the most recently ended financial year of the Association;
        7. to deal with any business that had been brought forward;
        8. consider any motion raised without prior notice to the Secretary. (If, in the opinion of the Chairperson, time will not permit a motion raised without notice to be adequately discussed it may be put to the meeting that such motion be deferred to the next General Meeting and the meeting shall vote thereon.);
        9. to consider the election and appointment, or resignation of Office Bearers; and
        10. to plan and discuss activities for the following year.


      • Notice

        Notice of the Annual General Meeting shall be given to Members of the Association at least four weeks before the meeting, specifying the time and address and shall include:
        1. The agenda of the meeting
        2. The minutes of the previous AGM or any subsequent Special General meetings;
        3. Any motion received to be tabled at the meeting
        4. A proxy vote form
        5. A call for nominations for offices which may be or become vacant as well as nominations already received for these vacant offices.
        6. A Member of the Association may introduce, at an Annual General Meeting, any matter not appearing in the notice of the meeting provided:
        1. the Chairperson gives his or her consent; or
        2. the remaining Members present give their approval by passing a resolution by a simple majority.
      • Chairperson The President, or in her/his absence, the Immediate Past President, shall preside; or if the President and the Immediate Past-President are absent, another Member of the National Management Committee may be chosen by the other Members present, to preside.
      • Quorum No item of business shall be transacted at the Annual General Meeting unless a quorum of at least 15% of Members, including at least one Member representing each Regional Branch, entitled under the Constitution to vote is present, personally or by proxy during the time when the meeting is considering that item. If, within half an hour of the time fixed for the Annual General Meeting, no quorum is present, the meeting stands adjourned to such day and at such time (being not more than one month subsequently) as the Chairperson shall then determine.
      • Voting

        1. A question arising at the Annual General Meeting of the Association shall be determined on a show of hands unless the Chairperson specifically request for a written ballot.
        2. Decisions (other than Special Resolutions) shall be made by a resolution passed by a majority of Members then present and entitled to vote.
        3. A Special Resolution shall be passed only when not less than three quarters of those Members present, physically or by proxy and entitled to vote at an Annual General Meeting, vote in favour of the resolution.
        4. Each Member has one vote and in the case of an equality of voting on a question, the Chairperson is entitled to exercise a second or casting vote.
        5. All votes shall be given personally or by proxy.


      • Proxies

        1. Each Member entitled to vote may appoint another Member, who is entitled to vote, as a proxy by notice to the Secretary no later than twenty-four hours before the time of the General Meeting in respect of which the proxy is appointed.
        2. A notice appointing the proxy shall be in the form set out in Appendix 1.
      • Minutes

        Minutes of the meeting shall be taken and be made available to all members within one week after the end of the meeting.


    • Special General Meeting
      • Purpose and convention The National Management Committee may convene a Special General Meeting;
        1. whenever it sees fit; or
        2. on the requisition in writing of:
          1. not less than one-third of National Management Committee members;
          2. not less than 15% of Members of the Association;
          3. the Secretary by authority of a resolution passed in General Meeting;
          4. the Executive Council;
        3. The requisition for a Special General Meeting shall state the objectives of the meeting and shall be signed by the persons making the requisition.
        4. If the National Management Committee does not cause a Special General Meeting to be held within one month after the date on which the requisition is sent to the Secretary, the eligible persons making the requisition or any of them, may convene a Special General Meeting to be held not later than three months after that date.


      • Notice Notice of the Special General Meeting shall be given to Members of the Association at least two weeks before the meeting, specifying the time and venue and the nature of the business to be transacted and no other business shall be transacted at such a meeting.
      • Chairperson

        The President, or in her/his absence, the Immediate Past President, shall preside; or if the President and the Immediate Past-President are absent, another Member of the National Management Committee may be chosen by the other Members present, to preside.

      • Quorum

        No item of business shall be transacted at any Special General Meeting unless a quorum of at least 20 members, including at least one Member representing each Regional Branch, entitled under the Constitution to vote is present, personally or by proxy during the time when the meeting is considering that item. If, within half an hour of the time fixed for the Special General Meeting, no quorum is present, then the meeting lapses.

      • Voting

        1. A question arising at a General Meeting of the Association shall be determined on a show of hands unless the Chairperson specifically request for a written ballot.
        2. Decisions (other than Special Resolutions) shall be made by a resolution passed by a majority of Members then present and entitled to vote.
        3. A Special Resolution shall be passed only when not less than three quarters of those Members present, physically or by proxy and entitled to vote at a General Meeting, vote in favour of the resolution.
        4. Each Member has one vote and in the case of an equality of voting on a question, the Chairperson of the General Meeting is entitled to exercise a second or casting vote.
        5. All votes shall be given personally or by proxy.

      • Proxies

        Each Member entitled to vote may appoint another Member, who is entitled to vote, as a proxy by notice to the Secretary no later than twenty-four hours before the time of the Special General Meeting in respect of which the proxy is appointed. A notice appointing the proxy shall be in the form set out in Appendix
      • Minutes

        Minutes of the meeting shall be taken and be made available to all members within one week after the end of the meeting.


    • National Management Committee Meeting

      • The National Management Committee shall meet:
        1. at least three times in each financial year at such place and at such times as the National Management Committee may determine; (b) when called upon by the President; or (c) when called upon by written request to the President by no less than four National Management Committee members. For the purpose of this Clause, the simultaneous linking together of a number of members of the National Management Committee, being not less than a quorum, by telephone or by other means of communication by which all persons participating in the meeting are able to hear and be heard by all other participants, shall constitute a meeting of the members of the National Management Committee and all the provisions in this Constitution applicable to meetings of the National Management Committee shall apply to such meetings by telephone or by other means of communication.
      • Notice

        Written notice of each National Management Committee meeting shall be given to each member of the National Management Committee at least 21 days before the meeting, specifying the time and venue and the nature of the business to be transacted. A member of the National Management Committee may introduce, at a meeting of the National Management Committee, any matter not appearing in the notice of the meeting, provided:

        1. the Chairperson gives his or her consent; or
        2. the remaining members of the National Management Committee present give their approval by passing a resolution by a simple majority.


      • Chairperson

        The President, or in her/his absence, the Immediate Past President, shall preside; or if the President and the Immediate Past-President are absent, another Member may be chosen by the other National Management Committee members present to preside.

      • Quorum

        No less than half the members of the National Management Committee constitute a quorum for the transaction of the business of a meeting of the National Management Committee. No business shall be transacted unless a quorum is present, physically or linked electronically, and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned.

      • Voting
        2. Questions arising at a meeting of the National Management Committee shall be decided by a majority of votes.
        3. National Management Committee members will be deemed present if the meeting is conducted in accordance with Clause 7.3.1
        4. Each member present is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
        5. Subject to Clause 6.1.2, the National Management Committee may act notwithstanding any vacancy of office.

      • Minutes

        Minutes of the meeting shall be taken and be made available to all members of the National Management Committee within one week after the end of the meeting.

    • Regional Branch Meeting

      • Members of the Regional Branch shall meet at least three times in each financial year at such place and at such times as the Regional Branch Manager may determine, or more if deemed necessary.

      • Notice

        Written notice of each Regional Branch meeting shall be given to each member of the Regional Branch at least two weeks before the meeting, specifying the time and venue and the general nature of the business to be transacted. A member of the Regional Branch may introduce any matter not appearing in the notice of the meeting, provided:

        1. the Chairperson gives his or her consent; or
        2. the remaining members of the Regional Branch present give their approval by simple majority vote.
      • Chairperson

        The Regional Branch Manager shall preside, or in her/his absence, another Member may be chosen by simple majority vote by the other Regional Branch Members present to preside.

      • Quorum

        Subject to the under mentioned provision, no less than half the members of the Regional Branch constitute a quorum for the transaction of the business of a meeting of the Regional Branch, provided that if no such quorum is present at the time appointed for the meeting, the members then present may by unanimous vote agree to constitute a quorum.
        No business shall be transacted unless a quorum is present, and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned.

      • Voting

        1. Questions arising at a meeting of the Regional Branch shall be decided by a majority of votes.
        2. Each member present is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.


      • Minutes

        Minutes of the meeting shall be taken and be made available to all members of the Regional Branch, with a copy to the National Management Committee within one week after the end of the meeting.


  8. FINANCE

    • The Funds of The Association shall be derived from Member’s registration fees and annual subscriptions, contributions, levies, grants, donations and such other sources as the National Management Committee determines
    • No Member of The Association is permitted in any respect to pledge the credit of The Association.
    • The funds of The Association shall be kept in a current account of an established Bank and a deposit or investment account may be kept at the same Bank. Cheques drawn on current account shall require two out of the three signatures of the National President, National Secretary and Treasurer. Electronic Fund Transfers in excess of an amount determined by the National Management Committee from time to time shall be authorised by any two of the three signatories by way of electronic mail, a printed copy of which shall be kept as supporting document for such a transaction.
    • Funds available for investment may only be invested with registered financial institutions as defined in section 1 of the Financial Institutions (Investment of Funds) Act, 1984, as amended.
    • Accounts
      The National Management Committee shall cause proper accounting and other records to be kept in accordance with the Act and must comply with the requirements of the Act in respect of reporting to the relevant authorities.

    • Audit
      An Accounting Officer must be appointed in accordance with the Act.
      The remuneration of the Accounting Officer must be fixed and the Accounting Officer’s duties regulated in accordance with the Act.

    • Rights of Inspection
      Subject to the Act, the National Management Committee shall determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of The Association, or any of them are open to the inspection of Members other than National Management Committee Members, and a Member other than a National Management Committee Member does not have the right to inspect any document of The Association except as provided by law or authorised by resolution of the National Management Committee.


  9. NO PROFITS FOR MEMBERS

    • Transfer of income or property to members

      Subject to clause 9.2, all of the assets and income of The Association shall be applied solely in the furtherance of the objectives of The Association and no portion shall be distributed directly or indirectly to any Member. Members have no rights in the property or assets of The Association solely by virtue of their being a member or an office-bearer.
    • Payments to members

      Nothing in clause 9.1 prevents the payment, in good faith, of an amount, calculated on arms length terms, in respect of:

      1. remuneration payable to a Member or employee of The Association for services actually rendered to The Association; or
      2. goods or services actually supplied to The Association


  10. BY-LAWS

    The National Management Committee may, by resolution, make, repeal or amend by-laws with respect to any matter or thing for the purposes of giving effect to any provision of this Constitution or generally for the purpose of carrying out the objectives of The Association, which by-laws shall be binding on the Members, provided that to the extent of any inconsistency, this Constitution shall prevail over all such by-laws. Those Members present at a National Management Committee meeting and entitled to vote may vote to repeal any By-Laws and, if a majority so vote in favour, that By-Law(s) will immediately be repealed and no longer be of any force or effect.

  11. INDEMNITY

    No member or office-bearer of The Association will personally be liable for any of the obligations and liabilities of The Association solely by virtue of their status as member or office-bearer of The Association;
    No member or office-bearer will personally be liable for any loss suffered by any person as a result of an act or omission which occurs in good faith while the member or office-bearer is performing functions for or on behalf of The Association.

  12. NOTICE

    • A notice may be served by or on behalf of the Association upon any Member either personally or by sending it by post to the Member at their address shown in the Register of Members.
    • Where a document is properly addressed pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.


  13. AMENDMENTS TO THE CONSTITUTION

    • Subject to clause 13.2, the Constitution shall only be amended by a Special Resolution. All proposed amendments shall be circulated in writing to all Members at least four weeks before the General or Special Meeting and the intention to propose the resolution as a Special Resolution must be clearly stated.
    • The Annexure to the Constitution are of an administrative nature and are annexed to the Constitution solely for purpose of general information and may be amended by the National Management Committee as and when it may be necessary.


  14. DISSOLUTION AND WINDING UP OF THE ASSOCIATION

    Subject to the Act, the Association may be dissolved if a Special Resolution to voluntarily wind up the Association has been passed at a General Meeting. If upon the completion of the winding up of the Association there remains any property or interest in property after the satisfaction of any debts or liabilities of the Association and any costs, charges and expenses incurred in the winding-up of the Association, the Surplus Property shall be transferred to a Non-Profit Organisation having similar objectives to those of The Association, nominated by those Members entitled to vote pursuant to the passing of a Special Resolution and in accordance with Section 12.2(o) of the Act.