In the interpretation of this MOI and unless contrary to or excluded by the subject or context:
1.1. Any word herein signifying:
- 1.1.1. The singular shall include the plural and vice versa;
- 1.1.2. The masculine shall include the feminine and the neuter;
1.2. Any word herein which is defined in the Act and is not defined in Clause 1.5 shall bear
that statutory meaning in this MOI;
- 1.3. Each term, power or authority herein shall be given the widest possible interpretation;
1.4. Each of the following words and expressions herein shall have the meaning stated
opposite it and, where applicable, shall include the word or expression stated opposite
- 1.4.1. “The Association” means the South African Association of Audiologists (SAAA);
1.4.2. “The Chairperson” shall mean the chairperson of the Executive Council for the time
being of the Association elected in terms of Clause 19.9;
1.4.3. “Constitution” shall mean the Constitution of the Association for the time being in force,
as contained in this document;
- 1.4.4. “The Council” means the Health Professions Council of South Africa (HPCSA);
1.4.5. “CPD” shall mean the Continuing Professional Development policy of the Association
and the Council;
1.4.6. “Executive Council” means Executive Council members elected as per paragraph 19.5
of this Constitution.
1.4.7. “Graduate” shall mean a person who has successfully completed a relevant training
course at any one of the recognised training facilities in South Africa and has received
an appropriate degree and is thus qualified as either an Audiologist or is dually
qualified as a Speech Therapist and Audiologist;
1.4.8. “General meeting" shall mean any general meeting of the Association or any
adjournment thereof, including an annual general meeting convened in terms of
Clause 13 as the case may be;
1.4.9. “Member" shall mean a person, at the relevant time, is a properly admitted Member in
any one of the classes of Membership stated in Clause 8 of this Constitution;
- 1.4.10. “Member in good standing” means a person who is not in breach of this Constitution;
- 1.4.11. “The office" shall mean the registered office for the time being of the Association;
1.4.12. “Ordinary Resolution” shall mean a resolution where the majority of those members
entitled to vote, vote in favour of the proposed resolution;
1.4.13. “Person" shall include any natural person, Association or body corporate, a statutory
body, a partnership or an association of persons, as the case may be;
1.4.14. “President” shall mean the National President of the Association, elected from time to
time in accordance with Clause 22 of this Constitution;
- 1.4.15. "The Republic" shall mean the Republic of South Africa;
1.4.16. Register shall mean the register of members kept by the Association as provided for
in this Constitution.
1.4.17. “Secretary” shall mean a person appointed to perform the duties of a secretary of the
Association in accordance with the SAAA Policies and Procedures.
1.4.18. "Sign" shall include the reproduction of signature by lithography, printing with an
Indiarubber stamp or any other mechanical or electronic process including partly the one
and partly the other process and "signature" has the corresponding meaning;
1.4.19. “Writing" shall include printing, typewriting, lithography or any other mechanical or
electronic process, or partly one and partly the other.
PART A: INTRODUCTION
2.1. The Association is hereby constituted as a voluntary association and will be called:
South African Association of Audiologists (SAAA).
- 2.2. Its shortened name will be SAAA.
3. PURPOSE AND OBJECTS OF THE ASSOCIATION
3.1. PURPOSE DESCRIBING THE MAIN BUSINESS
The main business of the Association is the development and promotion of the
practice of Audiology as an autonomous profession. To this end, the Association
provides a forum to facilitate a united, professional identity for the profession to
include, but not restricted to, the provision of support, public accountability and
representation of the profession at the level of all identified stakeholders.
3.2. MAIN OBJECTS
The main objects of the Association are:
3.2.1 Without limiting the generality of the above, the objectives include the following:
18.104.22.168 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;
22.214.171.124. To formulate, monitor, and review standards of ethical behaviour for the public good
in the practice of Audiology;
3.2.2. To formulate, monitor, and review standards of training and education leading to
recognition as a professional Audiologist;
3.2.3. To foster opportunities for professional development through activities such as
conferences, workshops, publications, electronic media etc.;
3.2.4. 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;
- 3.2.5. To liaise with other relevant national and international organisations;
- 3.2.6. To operate on a non-profit basis.
4. POWERS AND CAPACITY OF THE ASSOCIATION
4.1. The Association shall be entitled to form and to have an interest in any companies or
Associations only having the same or similar objects to the Association for the purpose
of acquiring the undertaking of all or any of the assets or liabilities of that Association
or companies or Associations or for any other purpose which may seem, directly or
indirectly, calculated to benefit the Association, and to transfer to any such Association
or companies or Associations the undertaking of all or any assets or liabilities of the
4.2. The Association shall be entitled to amalgamate with other companies only in so far
as they have the same or similar objects to the Association;
4.3. The Association shall only be entitled to take part in the management, supervision and
control of business or operations of any other association or business having the same
or similar objects as the Association and to enter into partnerships having the same
or similar objects as the Association;
4.4. The Association shall be entitled to make donations to organisations having the same
or similar objects to that of the Association;
4.5. The Association may employ such salaried staff as may be deemed necessary to fulfil
and carry out its objectives;
4.6. The Association shall be entitled to pay gratuities to members of the National
Management Committee, office bearers committee members and employees and to
establish a pension scheme and medical aid scheme in so far as such gratuities or
benefits are not contrary to any law of the Republic of South Africa;
- 4.7. The Association shall not be entitled to distribute any of its assets among its members;
4.8. The Association shall be entitled to bind members to contribute by way of entrance
fees, membership fees, re-entrance fees and levies towards the funds of the
Association and to enforce payment of, and to collect and receive from members such
entrance fees, membership fees, contributions, re-entrance fees and levies;
4.9. The Association shall be entitled to enforce compliance with its Constitution and any
other provisions in such manner as it may deem fit by imposing punitive action in the
form of expulsion and/or suspension;
4.10. Notwithstanding the omission from this Constitution of any provision to that effect, the
Association may do anything which the Act empowers an Association to do if so
authorized by its Constitution.
- 4.11. The Association may be able to sue and be sued;
4.12. The name of the Association may be changed to any other name as may be passed
by special resolution at a General Meeting of the Association.
5.1. The Association shall ensure that substantially the whole of its activities are directed
to the furtherance of its principal objects and not for the specific benefit of an individual
member or minority group.
5.2. The Association is prohibited from having a share or other interest in any business,
profession or occupation which is carried on by the members.
5.3. The Association must not:
5.3.1. Directly or indirectly, pay any portion of its income or transfer any of its assets,
regardless of how the income or asset was derived, to any person who is a member
or Management Committee member of the Association, except as:
126.96.36.199. Reasonable remuneration for goods delivered or services rendered to, or at the
direction of, the Association; or
188.8.131.52. Payment of, or reimbursement for, expenses incurred to advance a stated object of
the Association; or
184.108.40.206. As a payment of an amount due and payable by the Association in terms of a valid
agreement between the Association and that person or another; or
220.127.116.11. As a payment in respect of any rights of that person, to the extent that such rights are
administered by the Association in order to advance a stated object of the Association;
- 18.104.22.168. In respect of any legal obligation binding on the Association.
5.4. The Association may not, directly or indirectly, distribute any of its funds or assets to
any person other than in the furtherance of its objects.
6. ASSOCIATION POLICIES
6.1. The Executive Council may make, amend or repeal any necessary or incidental
policies relating to the governance of the Association in respect of matters that are not
addressed in this Constitution, by publishing a copy of those policies and distributing
same to the members of the Association and filing a copy of those rules.
6.2. A policy contemplated:
6.2.1. Must be consistent with this Constitution, and any such policy that is inconsistent with
this Constitution is to be regarded as void;
6.2.2. Takes effect on the date specified in the rule, and if not so specified, then it will take
effect 20 (twenty) business days after the policy is published.
22.214.171.124. Will be binding on an interim basis from the time it takes effect until it is put to a vote
at the next general meeting of the Association; and on a permanent basis only if it has
been ratified by an ordinary resolution at the next general meeting.
6.3. If the Executive Council institutes any policies, it must file a copy of those policies in
the manner prescribed in the Policies and Procedures manual and must publish them
by sending a copy of those policies electronically to each member and/or by publishing
them on the Association’s website.
6.4. If the Executive Council, or any individual authorized by the Executive Council, alters
this Constitution or any policies instituted by it in any manner necessary to correct a
patent error in spelling, punctuation, reference, grammar or similar defect on the face
of the document, it must publish a notice of such alteration by sending a copy of the
altered policies or Constitution, as the case may be, electronically to each member
and/or by publishing them on the Association’s website, and must file a notice of
alteration in the manner prescribed by the Act.
6.5. Save for correcting errors substantiated as such from objective evidence or which are
self- evident errors in the Constitution (including spelling, punctuation, reference,
grammar or similar defects), which the National Management Committee is
empowered to do, all other amendments of the Constitution shall be effected in
accordance with this Constitution.
PART B: MEMBERS AND MEMBERSHIP
7. NUMBER AND APPLICATION
- 7.1. There is no limitation on the number of members of the Association.
7.2. Whether or not a person may become a member of the Association is within the sole
discretion of the Executive Council and their decision shall be final and binding.
- 7.3. The Executive Council shall be entitled to refuse any application without explanation.
7.4. Applications for membership shall be in writing on a form prescribed by the Executive
Council, and shall contain such particulars as shall be required by the National
Management Committee, and shall be signed by the applicant.
7.4.1. Unless otherwise stated, all applications for SAAA membership shall be supported by
a proposer who shall be a voting member of the SAAA in good standing at the time of
7.4.2. Such an application form shall incorporate:
126.96.36.199. An acceptance of the Association's code of conduct and policies and adherence to the
SAAA Constitution by the applicant.
7.5. Applications for Student Membership shall be done in writing on a form prescribed by
the Management Committee, and shall be signed by the applicant.
7.6. The signature of the candidate to the application form for membership shall be
deemed an acknowledgement that he or she will, if elected, be bound by the
Constitution and policies of the Association.
7.7. At any General Meeting of the Association, on the recommendation of the Executive
Council, any audiologist may be elected an Honorary Life Member or any person may
be elected an Honorary Associate Member of the Association.
7.8. Any Member may withdraw from the Association by giving notice in writing of her/his
intention to do so, and, upon expiration of such notice, he shall remain liable for
payment of arrears of subscription or other money (if any) due to the Association upon
his ceasing to be a Member.
7.9. Membership shall commence upon:
- 7.9.1. Written confirmation by the Association of the National Management Committee’s approval;
7.9.2. Payment of the annual membership fees in such manner as prescribed by the
Association from time to time; and The Association shall maintain a register of
members of the Association.
- 7.10. The Association shall maintain a register of members of the Association.
8. MEMBERSHIP CATEGORIES
The members of the Association shall consist of voting and non-voting members.
8.1. VOTING MEMBERS
8.1.1. GRADUATE MEMBERS WITH CPD
188.8.131.52. Graduate Members with CPD shall comprise every audiologist who, at the date of
adoption of these clauses, is on the Register as a Graduate Member of the
Association; and every audiologist thereafter accepted or to be accepted into the class
of Graduate Members.
184.108.40.206. Every candidate eligible as a Graduate Member shall be registered with the Health
Professions Council of South Africa, irrespective of sphere of practice or employment
such as audiologists in private practice, public service, research, academia and
220.127.116.11. Graduate members with CPD have access to online continuing professional
8.1.2. GRADUATE MEMBERS WITHOUT CPD
18.104.22.168. Graduate Members without CPD shall comprise every audiologist who, at the date of
adoption of these clauses, is on the Register as a Graduate Member of the Association;
and every audiologist thereafter accepted or be accepted into the class of Graduate
22.214.171.124. Every candidate eligible as a Graduate Member shall be registered with the Health
Professions Council of South Africa, irrespective of sphere of practice or employment
such as audiologists in private practice, public service, research, academia and
126.96.36.199. Graduate members without CPD shall not have access to online continuing
professional development (CPD).
8.1.3. NON-PRACTICING MEMBERS
188.8.131.52. Non-practicing membership may be granted to graduate members who have retired
from active practice or any audiologist who, for any reason, does not practice
audiology or who is not actively involved in audiology science within the borders of
South Africa. Such members may include, but are not restricted to audiologists who
practice outside the Republic, audiologists who have retired from active practice or
audiologists who are employed in capacities other than that of an audiologist.
184.108.40.206. Non-practicing members will receive copies of publications of the Association in
220.127.116.11. Non-Practicing members shall contribute to the funds of the Association in accordance
with membership fees as determined by the Board.
8.1.4. HONORARY LIFE MEMBERS
18.104.22.168. Any member of the SAAA who has given long and valuable support or outstanding
service to the association or the profession of audiology may be awarded Honorary
Life Membership at an Annual General Meeting of the Association.
22.214.171.124. Honorary Life Members are nominated by the Executive Council for ratification by the
SAAA members at an Annual General Meeting. Honorary Life Members do not pay
annual subscription fees but receive full benefits.
8.2. NON-VOTING MEMBERS
8.2.1. STUDENT MEMBERS
126.96.36.199. Student Members shall comprise those persons who, at the time of adoption of these
Clauses, are on the Register as Student Members of the Association, and every
person thereafter elected as such.
188.8.131.52. Before election of a candidate as a Student Member, the Executive Council shall be
satisfied that he or she is a registered undergraduate student of Audiology at an
approved teaching institution.
184.108.40.206. A Student Member shall cease to be a Student Member on being elected a Graduate
Member or when ceasing to be a registered under-graduate student at an approved
220.127.116.11. Student Members shall enjoy such privileges as the Executive Council may from time
to time determine; provided that a Student Member shall not be entitled to receive
notice or vote at Meetings of the Association or to be elected to the Executive Council
or to nominate candidates for election to the Executive Council or to take part in the
management of the affairs of the Association, with the exception of meetings of
8.2.2. COMMUNITY SERVICE MEMBERS
18.104.22.168. Community Service Members shall comprise those persons who, at the time of
adoption of these clauses, are on the Register as Community Service Members of the
Association, and every person thereafter elected as such.
22.214.171.124. Before election of a candidate as a Community Service Member, the Executive
Council shall be satisfied that he or she is employed as a community service
audiologist at an approved facility.
126.96.36.199. A Community Service Member shall cease to be a Community Service Member on
being elected a Graduate Member or when ceasing to employment as a community
188.8.131.52. Community Service Members shall enjoy such privileges as the Executive Council
may from time to time determine; provided that a Community Service shall not be
entitled to receive notice or vote at general meetings of the Association or to be elected
to the Executive Council or to nominate candidates for election to the Executive
Council or to take part in the management of the affairs of the Association, with the
exception of meetings of students.
8.2.3. HONORARY ASSOCIATE MEMBERS
184.108.40.206. Honorary Associate Members shall comprise those persons who, at the time of
adoption of these Clauses, are on the Register as Honorary Associate Members of
the Association, and every person thereafter elected as such.
220.127.116.11. Honorary Associate Membership may be accorded to such persons who are not
audiologists and who have rendered exceptional service within the field of audiology
and/or the Association.
18.104.22.168. Honorary Associate Members shall be entitled to the same privileges of Membership
as Graduate Members, except the right to vote at Meetings of the Association and the
right to nominate persons for admission as Members of the Association, but they shall
be entitled to receive notice of and to attend and to speak at such Meetings.
22.214.171.124. Honorary Associate Members shall not be required to contribute to the funds of the
9. MEMBERSHIP FEES
9.1. Annual membership fees, to be determined by the Executive Council, shall be paid to
the Association by each member against the production of a valid tax invoice by the
9.1.1. Such annual subscriptions shall be payable by all members not later than 31 March of
9.2. The Executive Council may determine rebates and discounts for, inter alia, early
payment, it being recorded that such membership fees may vary depending on the
category of membership.
9.2.1. Such discounts may also be granted on motivation from members based on personal
circumstances for a period of no longer than one year with the option of review.
9.3. The Executive Council may propose levies and such levies shall become binding on
the Ordinary, junior and Non-Practicing members if approved by the members in a
- 9.4. Student and Community Service Members will be offered free membership.
9.5. If a Member defaults in the payment of any subscription, for more than one month
after notice of the amount payable by him, his privileges of membership may thereafter
ipso facto be suspended until such payment is made.
10. RIGHTS AND PRIVILEGES OF MEMBERS OF THE ASSOCIATION
10.1. Every member shall have the right to:
10.1.1. Display his /her membership to the public subject to the rules governing advertising
by the Council;
10.1.2. Display any symbols, logos or other distinctive marks of the Association on stationary
and/or display signs in connection with the member’s practice;
10.1.3. Attend any meeting of the Association other than the meetings of the Executive
Council and the Disciplinary Committee (if any) unless invited thereto;
10.1.4. Any information or communication held by the Executive Council upon a request in
writing by a member other than information which the Executive Council may refuse
to grant access in terms of applicable legislation or considered not to be in the best
interest of the Association or the profession at that time;
- 10.1.5. Utilise the facilities of and service offered by the Association;
10.1.6. Receive official publications or materials of the Association on payment of the
purchase price to be determined by the National Management Committee where and
- 10.1.7. Nominate new members in accordance with protocols contained in this Constitution;
10.1.8. Propose items on the agenda of general meeting of members in accordance with the
Policies and Procedures of the Association;
10.1.9. Nominate members of the Executive Council in accordance with protocols stated in
10.1.10. Vote at any general meeting of the Association in accordance with protocols contained
in this Constitution.
11. TERMINATION OF MEMBERSHIP
A member shall ipso facto cease to be a member of the Association:
- 11.1. If she/he is suspended or expelled as a member by the Executive Council;
- 11.2. If by notice in writing to the Association she/he resigns as a member.
11.3. The Executive Council shall have the power, in their sole and absolute discretion, to
terminate a member’s membership if:
11.3.1. The member is guilty of conduct detrimental to the interests and/or objects of the
11.3.2. The member has contravened the code of conduct or policies of the Association
through its actions, omissions or in any other way;
11.3.3. It is detrimental to the interests of the Association that the member should continue to
be a member of the Association;
11.3.4. The member, after written notice by the Association, fails to pay the prescribed
membership fees of the Association that may be due and payable within a reasonable
time of such notice or as stated within this Constitution.
11.4. The Executive Council shall furnish their reasons for terminating a member's
membership to that member in writing.
11.5. A member whose membership has been terminated shall remain liable for all sums
that may, at the date of termination of her/his membership, be due by her/him to the
Association and shall not be entitled to any refund of any monies already paid nor
have any claim against the Association.
PART C: GENERAL MEETINGS
12. GENERAL MEETINGS
12.1. The Association, in accordance with this Constitution, shall hold general meetings of
members to be known and described in the notices calling such meetings Annual
12.2. The Executive Council may, whenever they deem it necessary, convene a general
meeting to be known as a Special General Meeting,
12.3. Every meeting of members shall, unless otherwise resolved by the Executive Council,
be held in the city or town in which the Association's registered office is for the time
13. ANNUAL GENERAL MEETING
13.1.1. The Association shall in each year hold an Annual General Meeting after the end of
the Association’s financial year in accordance with the Act.
14. NOTICE OF GENERAL MEETINGS
14.1. 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
- 14.1.1. The agenda of the meeting
- 14.1.2. The minutes of the previous AGM or any subsequent Special General meetings;
- 14.1.3. Any motion received to be tabled at the meeting
- 14.1.4. A proxy vote form
14.2. A call for nominations for offices which may be or become vacant as well as
nominations already received for these vacant offices.
14.3. A Member of the Association may introduce, at an Annual General Meeting, any
matter not appearing in the notice of the meeting provided:
- 14.3.1. The Chairperson gives his or her consent; or
14.3.2. The remaining Members present give their approval by passing a resolution by a
14.4. Notice by the Association to any member shall be regarded as validly given if it is
either delivered personally to the member or in writing to him at his address reflected
on the role of members.
14.5. Any notice, if given by registered post, shall be deemed to have been received on the
7th (seventh) day following the day that same was handed in at the post office. In
proving the giving of the notice sent by registered post it shall be sufficient to prove
that the letter containing the notice was properly addressed and handed in at the post
14.6. Subject to the provisions of the Act or this Constitution:
14.6.1. Not less than 30 (thirty) clear days’ notice in writing of an annual general meeting or
of a general meeting at which a special resolution is to be proposed, shall be given to
14.6.2. Not less than 14 (fourteen) clear days' notice in writing of any other general meeting
shall be given to all members.
14.6.3. Any item or items proposed by a voting member of the SAAA to be included within the
agenda of any general meeting of members shall be in writing, to be received by the
Board at least 14 (fourteen) days prior to the stipulated timeline for notice to be given
to members for an annual general meeting or special general meeting as stated in this
126.96.36.199. A proposed item from a voting member to be included in the agenda for an annual
general meeting shall reach the Management Committee not less than 44 (forty-four)
days prior to the AGM.
188.8.131.52. A proposed item from a voting to be included in the agenda for a special general meeting
shall reach the Board not less than 35 (thirty five) days prior to the special general
14.6.4. The notice period as provided for in Clause 14.3.1 shall be exclusive of the day on which
the notice is served or deemed to be served and exclusive of the date of the meeting.
14.6.5. The notice of a general meeting shall state -
- 184.108.40.206. The place, day and hour of that meeting; and
- 220.127.116.11. The matters which will be considered at such meeting.
14.7. A meeting of the Association shall, notwithstanding the fact that it is called by shorter
notice than that specified in this Constitution, be deemed to have been duly called if it
is so agreed by:
14.7.1. A majority in number of the members having a right to attend and vote at the meeting,
being a majority holding a total voting right of all the members.
14.8. The inadvertent omission to give notice of a meeting to, or the non-receipt of a notice
of a meeting by any person entitled to receive such notice, shall not invalidate the
proceedings at that meeting.
15. PROCEEDINGS AT GENERAL MEETINGS
15.1. The annual general meeting shall deal with and dispose of all matters prescribed by
this Constitution, including the consideration of the annual audited financial
statements and the appointment of an auditor and may deal with any other business
laid before it.
15.2. No official business shall be transacted at any general meeting not stated on the
agenda as disseminated to the voting members of the association as per Clause 14
of this Constitution.
15.3. No business shall be transacted at any general meeting unless a quorum of members
is present at the time when the meeting proceeds to business. Save as herein
otherwise provided, a quorum at any general meeting shall be 20 (twenty) members
entitled to vote and who are present in person at the commencement and throughout
- 15.4. The President shall preside as chairperson at every general meeting of the Association.
15.5. If at any meeting the Chairman is not present within 15 (fifteen) minutes after the time
appointed for holding the meeting or is unwilling to act as chairman, the Presidentelect or one of the appointed Executive Council present shall be chairman of the
15.6. If all the members of the Executive Council present declines to take the chair, they
shall choose a member present to be chairperson of the meeting.
15.7. The chairman of the meeting may, with the consent of the majority of members present
at any meeting at which a quorum is present (and shall if so directed by the meeting)
adjourn the meeting, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting at which the adjournment took
place. When a meeting is adjourned, the provisions of Clauses 15.4 shall apply to
15.8. If within half an hour of the time fixed for the Annual General Meeting, no quorum is
present, the meeting stands adjourned for thirty minutes allowing additional time for a
quorum to be present. If, after the additional time, there is still no quorum present, then
the members present will be regarded as a quorum and the meeting may continue as
16. VOTES OF MEMBERS AT GENERAL MEETINGS
16.1. Each voting member of the Association, in good standing and not being in arrears with
their membership fees or any levies due by them at the time of voting, present in
person or by proxy at any meeting of the Association shall have 1 (one) vote.
16.2. At any meeting of members, a resolution put to the vote of the meeting shall be
decided on a show of hands.
16.3. In the case of a secret ballot 2 (two) people appointed by the chairperson shall collect
and count the ballots, the results of which shall be handed to the chairperson.
16.4. A declaration by the chairperson that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the minute
book of the Association, shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of, or against, such resolution.
16.5. No objection shall be raised as to the admissibility of any vote except at the meeting
or adjourned meeting at which the vote objected to is, or may be given or tendered
and every vote not disallowed at such meeting shall be valid for all purposes. Any such
objection shall be referred to the chairperson of the meeting, whose decision shall be
final and conclusive.
16.6. In the case of an equality of votes, the chairperson of the meeting shall be entitled to
a second or casting vote.
16.7. 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
16.8. Decisions (other than Special Resolutions) shall be made by a resolution passed by a
majority of Members then present and entitled to vote.
16.9. 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.
16.10. 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.
- 16.11. All votes shall be given personally or by proxy.
17.1. Members may only appoint a proxy who is a voting member in good standing of the
17.2. The form, in accordance with Clause 17.9, appointing a proxy shall be in writing, dated
and signed by the member entitled to vote under the hand of the member entitled to
17.3. The form appointing a proxy shall be deposited at the registered office of the
Association not less than 24 (twenty-four) hours (or such lesser period as the
Management Committee may unanimously determine in relation to any particular
meeting) before the time for holding the meeting (including an adjourned meeting) at
which the person named in the form proposes to vote, and in default the form of proxy
shall not be treated as valid.
- 17.4. A form appointing a proxy shall be valid in respect of a particular general meeting only.
17.5. No member shall be entitled to hold more than 3 (three) proxies at any meeting of the
17.6. The instrument appointing a proxy to vote at a meeting of the Association shall be
deemed also to confer authority to demand or join in demanding a poll, and for the
purposes of Section 198(1) of the Act, a demand by a proxy shall be the same as a
demand by a member.
17.7. No instrument appointing a proxy shall be valid after the expiration of 6 (six) months
from the date when it was signed, unless so specifically stated in the proxy itself and
no proxy shall be used at an adjourned meeting which could not have been used at
the original meeting.
17.8. The instrument appointing a proxy shall, subject to the provisions of this Constitution
and be in the form or as near thereto as circumstances permit as per Annexure A.
17.9. 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.
18. RECORDS OF GENERAL MEETINGS
18.1. The Executive Council shall cause a record to be made of the proceedings at every
general meeting, including all resolutions passed at such meetings and shall cause
such record and all resolutions passed to be inserted in a book provided for that
18.2. Any copy of any record or resolution referred to in Clause 16.2which purports to be
signed by the President or member of the Executive Council, shall be evidence of the
matters stated therein.
18.3. Minutes of the meeting shall be taken and be made available to all members within
one week after the end of the meeting.
PART D. ORGANISATIONAL STRUCTURE AND MANAGEMENT
19. EXECUTIVE COUNCIL
19.1. COMPOSITION OF THE EXECUTIVE COUNCIL
19.1.1. The number of members of the Executive Council shall be a minimum of 8 (eight) and a
maximum of 14 (fourteen).
19.1.2. The Executive Council shall consist of the following, all whom shall be Full Members of
the Association as contemplated in Claude 19.6 of this Constitution;
- 18.104.22.168. President
- 22.214.171.124. President Elect
- 126.96.36.199. Immediate Past President
- 188.8.131.52. Communication Executive
- 184.108.40.206. Finance Executive
- 220.127.116.11. Public Relations Executive
- 18.104.22.168. Clinical Practice Executive
- 22.214.171.124. Professional Development Executive
19.1.3. The number of the positions on the Executive Council shall be determined by the
members of the Council as deemed appropriate and in accordance with the identified
need of the Association provided that:
- 126.96.36.199. Not less than 2 (two) members of the Executive Council are from the Private Sector.
- 188.8.131.52. Not less that 2 (two) members of the Executive Council are from the Public Sector.
- 184.108.40.206. At least 1 (one) member of the Executive Council is from Academia.
19.1.4. The Association may at any Annual General Meeting (AGM) or a duly constituted
extraordinary meeting increase or reduce the number of Executive Council members,
provided that member were informed, when notice of the meeting was given, of the
proposal to increase or reduce the number of directors.
19.1.5. The Executive members shall have power at any time, and from time to time, to co-opt
any person as an Executive member provided that the total number of executive
members shall not at any time exceed the maximum number fixed by the members of
the Association or in terms of this Constitution. The appointment of such co-opted
executive members shall be ratified at the first AGM after such co-option and may be
valid until the subsequent AGM.
19.2. TERM OF OFFICE OF THE EXECUTIVE COUNCIL
19.2.1. Members elected to office of the Executive Council shall subject to Clause 19 of this
Constitution and hold office for a term of 2 (two) years, until the conclusion of the
succeeding AGM, providing that no such member of the Executive Council shall be
eligible for nomination for 2 (two) successive terms.
19.3.1. Executive Council members of the Association are elected by members of the
Association in good standing and who are entitled to vote as stated in the Constitution,
with the exception of the executive members who are appointed on contract as staff
members by the Executive Council.
19.4. ELECTION OF PRESIDENT AND PRESIDENT ELECT
19.4.1. The President Elect shall be nominated and elected by voting members in good
standing at a general meeting of meetings in accordance with paragraph 19.5.1. of
19.4.2. The member elected as President-elect of the Association automatically becomes
President of the Association atter 2 (two) years or in the event of the office of President
becoming vacant for any reason; failing this the President and President-elect are
elected by voting members in good standing at a general meeting of members as
directed by paragraph of this Constitution.
19.4.3. The appointment of the President and the President-elect shall terminate ipso facto if
such person shall cease for any reason to be a member of Council, or if the
Association at any meeting of members shall resolve that such person’s tenure be
- 19.4.4. The term of office of the President shall be 2 (two) years.
19.4.5. Once the tenure of the President has ended, the President shall assume the role of
Immediate Past President of the Association and shall serve for an additional 1 (one)
year as Council member with full voting rights.
19.4.6. The tenure for a member who serves as President-elect and/or President may exceed
the tenure for serving on the Executive Council of 3 (three) year, as there will be an
automatic evolution from President-elect to the office of President for an additional 2
(two) years, and thereafter the President will serve on the Council for an additional 1
(one) year as Immediate Past President.
19.5 ELECTORAL PROCESSS
19.5.1. This clause pertains to all elected
President -in the event that the office of President becomes vacant and cannot be
filled by the President Elect, for any reason.
- Clinical Practice Executive
- Professional Development Executive
- Public Relations Executive
- Communications Executive
- Finance Executive
19.5.2. At least 32 days before the date of each AGM the Secretary shall, by written
notification, call for nominations from Members entitled to vote;
19.5.3. Members, and current Executive Council members eligible for re-election, are eligible
19.5.4. Nominations shall be in writing, signed by the nominee and one other Member, who
must be eligible to vote, acting as nominator.
- 19.5.5. A nominee may be nominated for more than one office.
19.5.6. 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);
19.5.7. If, after the close of nominations:
220.127.116.11. Only one nominee is nominated for any office then the Chairperson at the AGM shall
declare that nominee to be elected to that office.
18.104.22.168. 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.
22.214.171.124. In voting for all positions on the Executive Council, Members are to consider the
capacity of the nominee for the Office
19.6. DISQUALIFICATION OF THE EXECUTIVE COUNCIL
19.6.1. Any member of the Executive Council shall cease to be a member of the Executive
Council on the happening of any of the following events:
126.96.36.199. A written notice to that effect signed by the majority of the Executive Council is
delivered at the office with effect from the date stated in that written notice;
188.8.131.52. He or she delivers a notice of his resignation at the office with effect from:
- 184.108.40.206.1. The date on which that notice is delivered; or
- 220.127.116.11.2. Any later date stated in that notice to which the Executive Council agree;
18.104.22.168. If he or she fails to attend 3 (three) consecutive meetings of the Executive Council
without good cause; or
22.214.171.124. If he or she is directly or indirectly interested in any contract or proposed contract with
the Association and fails to declare his interest and the nature thereof in the manner
required by the Executive Council.
126.96.36.199. If he or she passes, publishes or causes to be published any information to the press
or media, directly or indirectly, which information is confidential or which information
will bring the reputation of the Association in disrepute and/or intends to be detrimental
to the Association in any way;
19.7. MEETINGS OF THE EXECUTIVE COUNCIL
19.7.1. The Executive Council shall meet:
188.8.131.52. At least three times in each financial year at such place and at such times as the
Executive Council may determine;
- 184.108.40.206. When called upon by the President; or
220.127.116.11. When called upon by written request to the President by no less than 2 (two) Executive
19.7.2. For the purpose of this Clause, the simultaneous linking together of a number of
members of the Executive Council, 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 Executive Council and all the provisions in this Constitution applicable
to meetings of the Executive Council shall apply to such meetings by telephone or by
other means of communication.
19.8.1. Written notice of each Executive Council meeting shall be given to each member of
the Executive Council at least 21 days before the meeting, specifying the time and
venue and the nature of the business to be transacted.
19.8.2. A member of the Executive Council may introduce, at a meeting of the Executive
Council, any matter not appearing in the notice of the meeting, provided:
- 18.104.22.168. The Chairperson gives his or her consent; or
22.214.171.124. The remaining members of the Executive Council present give their approval by
passing a resolution by a simple majority.
19.9.1. The President, or in her/his absence, the President Elect, shall preside; or if the
President and the President Elect are absent, another Member may be chosen by the
other Executive Council members present to preside.
19.10.1. No less than half the members of the Executive Council constitute a quorum for the
transaction of the business of a meeting of the Executive Council.
19.10.2. 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.
19.11.1. Questions arising at a meeting of the Executive Council shall be decided by a majority
19.11.2. Executive Council members will be deemed present if the meeting is conducted in
accordance with Clause 7.3.1
19.11.3. 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.
19.11.4. Subject to this Constitution, the Executive Council may act notwithstanding any
vacancy of office.
19.12.1. Minutes of the meeting shall be taken and be made available to all members of the
Executive Council within 1 (one) week after the end of the meeting.
19.13. POWERS AND FUNCTIONS OF THE EXECUTIVE COUNCIL
19.13.1. Subject to this Constitution, the Executive Council shall have the following powers and
- 19.13.2. To control and manage the affairs of the Association;
19.13.3. To authorise the Finance Executive to distribute assets and income of the Association
to such persons or bodies in accordance with the objects of the Association;
19.13.4. To perform all such acts and duties, including the determination of policies and
procedures as deemed necessary by the Executive Council for the governance of the
19.13.5. To exercise all such powers and functions of the Association in the pursuance of the
objects of the Association with the provision that such powers and functions do not
conflict with the Act, this Constitution or any Resolution adopted at a general meeting
- 19.13.6. To accept or reject applications for membership;
- 19.13.7. To expel or suspend a member in accordance with this Constitution;
19.13.8. To appoint committees to advise the Executive Council or perform specific tasks as
deemed necessary by the Executive Council;
- 19.13.9. To determine the powers and functions of office bearers of the Association;
19.13.10. To employ, contract or co-opt the services of a person or persons to advise or assist
with the management of the Association and/or such other functions as may be
determined from time to time by the Executive Council;
19.13.11. To delegate powers and functions to an individual, individuals or body deemed
appropriate necessary, necessary and/or expedient;
- 19.13.12. To raise funds and receive donations and contributions;
19.13.13. To purchase, hire or exchange any property in pursuance of the objects of the
- 19.13.14. To invest surplus funds.
19.13.15. To establish various classes of awards and may award same in accordance with the
Policies and Procedures of the Association;
19.13.16. As regards all persons dealing in good faith with the Association, all acts done by any
meeting of the Executive Council , or by any person acting as it’s representative, shall,
notwithstanding that it be afterwards discovered that there was some defect in the
appointment or continuance in office of any such Executive Council or persons acting
as aforesaid, or that they or any of them were disqualified or had ceased to hold office
or were not entitled to vote, be as valid as if every such person had been duly
appointed or was qualified or had continued to be a director or was entitled to vote, as
the case may be.
19.14. DUTIES OF THE EXECUTIVE COUNCIL
19.14.1. The Council of Executive members shall manage the Association and shall carry out the
objects of the Association in such manner as it may deem fit and proper subject, however,
- 126.96.36.199. The general policy of the Association; and
188.8.131.52. Any instructions as may be laid down or given by the members as a General Meeting
from time to time.
19.14.2. The Executive Council members shall in particular be obliged to:
184.108.40.206. Administer the funds of the Association and income accruing to the Association in
order to achieve the main object of the Association;
220.127.116.11. Utilise the funds of the Association solely for the main object of the Association or to
invest funds available for investment only in accordance with the provisions of relevant
legislation, as amended from time to time.
19.14.3. Remain informed and updated with regards to the current minutes, policies and codes
of business of the Association, and to keep themselves updated by attending the
19.14.4. The Executive Council members shall not have the power to use funds of the
Association for the carrying on of any business or trading activity in the name of the
Association otherwise that to the extent permitted in terms of any relevant legislation,
as amended from time to time.
19.14.5. The Executive Council members shall ensure that there are at least 4 (four) meetings
of Executive members per annum, 1 (one) meeting per quarter, and that notice of
these meeting are made available to all member of the Association.
19.14.6. On completion of their tenures as Members of the Executive Council, Executive
Council members shall make themselves available for a further 3 (three) months to
provide support, assistance and/or mentorship to newly elected or appointed
incumbents if deemed necessary by remaining members of the Council.
20. REMUNERATION OF EXECUTIVE COUNCIL
20.1. Members of the Executive Council may be remunerated and may be paid all travelling,
accommodation and other expenses properly incurred by them in or about the
performance of their duties as members of the Executive Council including those of
attending and travelling to and from meetings of the Executive Council or any
committee of the SAAA or at any meeting of members of the Association.
20.2. The Executive Council may remunerate the President of the Association in
accordance with principles applied to the Executive Council but, in addition, the
President may receive a retainer on a monthly basis during tenure of office in respect
of responsibilities and time, the amounts of which to be ratified at a general meeting
20.3. In the event of any member of the Association being required to conduct work on
behalf of the Association using his or her own time and facilities, the Executive Council
may remunerate such members in accordance with the agreed rate per hour or per
day, in accordance with expense authorisation policies.
20.4. The Executive Council may motivate a change in monthly retainer to be paid to the
President, and the Executive Council’s per day fees, the amounts to be ratified at a
general meeting of members.
21. FILLING OF CASUAL VACANCIES ON THE EXECUTIVE COUNCIL
21.1. The office of a member of the Executive Council becomes vacant if the member:
21.1.1. Resigns her/his office by one moth’s notice in writing given to the Secretary or, in the
case of the Secretary, to the President; or
21.1.2. Is removed by a resolution passed by those members present and entitled to vote at
a General Meeting; and
21.2. In the event of a casual vacancy within the Executive Council arising, the Committee
may co-opt a voting member in good standing to fill the vacancy until the next AGM
21.3. In the event of the office of President becoming vacant, the President-elect shall
assume the office of President until the next AGM; and
21.4. In the event of a vacancy in the offices of President Elect, the Executive Council may
appoint a member, eligible for election to the vacant office:
- 21.4.1. Such member may or may not be a member of the Executive Council;
- 21.4.2. The member so appointed may continue in office until the next AGM
21.4.3. The Executive Council shall have the power to co-opt consultants onto the
Management Committee where specific expertise may be required. Such co-opted
consultants shall serve on the Executive Council subject to the discretion of the
22.1. 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 Executive Council determines
22.2. No Member of The Association is permitted in any respect to pledge the credit of The
22.3. 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 Executive Council 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.
22.4. 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.
The Executive Council 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.
The books of the Association are to be audited on an annual basis in accordance with
accepted standards of practice.
23.2. Rights of Inspection
Subject to any existing legislation, the Executive Council 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 Executive Council Members, and a Member
other than an Executive Council member does not have the right to inspect any
document of the Association except as provided by law or authorised by resolution of
the. Executive Council.
24. NO PROFITS FOR MEMBERS
24.1. Transfer of income or property to members
24.1.1. 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.
24.1.2. Members have no rights in the property or assets of The Association solely by virtue
of their being a member or an office-bearer.
25.1. 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;
25.2. 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 officebearer is
performing functions for or on behalf of The Association.
26. AMENDMENTS TO THE CONSTITUTION
26.1. 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.
26.2. 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.
27. 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.
28. BORROWING POWERS
28.1. The Executive Council may from time to time, in their discretion, raise or borrow from
the members or other persons any sum or sums of money for the purposes of the
Association, provided that the amounts in the aggregate so raised or borrowed from
time to time shall not exceed such amount as may be determined by the Association
in a general meeting from time to time.
28.2. The Executive Council may raise or secure the repayment of such monies in such
manner and upon such terms and conditions in all respects as they deem fit and in
particular by the execution of mortgage bonds or other forms of hypothecation upon
all or any part of the property and rights of the Association, both present and future.
29. DONATIONS TO THE ASSOCIATION
29.1. Provided the Association has been approved as a public benefit organization, the
Management Committee shall, in respect of every donation received, furnish to the
donor in each case a receipt of which the following particulars are given:
29.1.1. The reference number of the Association issued by the Commissioner for the South
African Revenue Service for the purposes of section 18A of the Act;
- 29.1.2. The date of receipt of the donation
29.1.3. The name of the Association, together with an address to which enquiries may be
directed in connection therewith;
- 29.1.4. The name and address of the donor;
- 29.1.5. The amount or nature of the donation; and
29.1.6. A certificate to the effect that the receipt is issued for purposes of Section 18A of the
Act, and that the donation has been or will be used exclusively for the main object of the
29.2. The Executive Council shall not accept any donations to the Association, unless they
are irrevocable and subject to the terms and conditions of this MOI.
30. FINANCIAL YEAR
30.1. The financial year of the Association shall commence on 1 January and end on the
last day of December of each year.
31. ACCOUNTING RECORDS, FINANCIAL STATEMENTS AND AUDITOR
31.1. Without limiting the contents of clause 29.1 above, the Association must maintain
adequate records of all revenue received from donations, grants, and members’ fees,
or in terms of any funding contracts or arrangements with any party.
31.2. The Association shall prepare its financial statements in accordance with the
provisions of the Act.
32. SAFE CUSTODY OF DOCUMENTS
32.1. Any mortgage bond, title deed or other security belonging to or held by the Association
shall be registered in the name of the Association and no such security may be
transferred, disposed of or otherwise alienated except with the approval of the Board.
All such securities shall be kept in safe custody in safes or strong rooms at the office
or with a bank, as the Board may determine.
33.1. A notice may be given by the Association to any member either by advertisement or
personally, or in writing addressed to such member at his registered address or (if he
has no registered address in the Republic) at the address (if any) within the Republic
supplied by him to the Association for the giving of notices to him.
33.2. Notice of every general meeting shall be given in any manner authorised:
33.2.1. To every member of the Association except, in the case of notices to be given
personally or in writing, those members who (having no registered address within the
Republic) have not supplied to the Association an address within the Republic for the
giving of notices to them;
33.2.2. Any notice in writing shall be deemed to have been served at the time when the letter
containing the notice was posted and in proving the giving of the notice in writing, it
shall be sufficient to prove that the letter containing the notice was properly addressed
34. PROHIBITION ON DISTRIBUTION OF INCOME AND PROPERTY
34.1. The income and property of the Association, whenever derived, shall be applied solely
towards the promotion of the Association’s main objects and no portion thereof shall
be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise
howsoever to the members of the Association or to its controlling or controlled
Association, provided that nothing herein contained shall prevent the payment in good
faith of reasonable remuneration to any officer or servant of the Association, or to any
member thereof, as remuneration for any services actually rendered to the
35.1. Upon its winding-up, deregistration or dissolution, the assets of the Association
Remaining after the satisfaction of all its liabilities, shall be given or transferred into
the general account of some other Association/s or institution/s
having objects similar to its main object, to be determined by the members of the
Association and/or Court at or before the time of its dissolution.
36. LIMITATION OF LIABILITY OF MANAGEMENT COMMITTEE
36.1. Each Executive Council member, manager, Executive Officer and other officer of the
Association, and person employed by the Association as its auditor, shall be
indemnified by the Association against any liability incurred by him from time to time
in that capacity in defending proceedings (whether civil or criminal) in which judgment
is given in his favour or in which he is acquitted or in respect of any of those
proceedings which are abandoned or in connection with any application made under
Section 248 of the Act in which relief is granted to him by a court of competent