ARTICLE I
PURPOSES
1.1. Mission statement:
1.1.1. To improve the training experience of female Orthopaedic surgeons in South Africa.
1.1.2. To promote professional development and career progression of women in Orthopaedics.
1.1.3. To attract junior female medical students and doctors to specialize in Orthopaedics.
1.1.4 To promote diversity, inclusion and belonging in Orthopaedics.
1.2. Membership: Promote membership to the society among female Orthopaedic medical officers, registrars and consultants.
1.2.1 Build a member benefits portfolio based on member needs by career stage.
1.2.2. Establish regional branch leaders to run meetings in each province.
1.2.3. Networking of members via regional branches – quarterly educational meetings.
1.2.4. Social media closed network group for national networking.
1.2.5. Annual luncheon held at annual SAOA congress.
1.2.6 There will be an annual membership fee determined by the EXCO and annual increases to be discussed at the annual AGM. The membership fee should be paid by 30th June of the current fiscal year.
1.3 Promotion of Orthopaedics as a specialty amongst female junior doctors and medical students:
1.3.1. Social evenings with/ contact point for interested medical students to create networking opportunities and build relationships.
1.3.2. Offer job shadowing and elective clinical rotation opportunities.
1.3.3. Promotion of the society at medical school open days.
1.3.4. Bi-annual introduction to Orthopaedics #soyouwanttibiasurgeon workshops nationally for medical students and junior doctors.
1.4. Professional Development and career progression: Provide educational opportunities to enhance members’ careers.
1.4.1 Establish a mentorship program to improve the experience of female registrars as well as retention of these registrars in the program.
1.4.2 Provide educational opportunities e.g. hands-on workshops, congresses and courses.
1.4.3. Partnership with industry to promote equity at workshops and courses.
1.4.4. Enhance unity of the community, sharing of ideas and resources.
1.4.5 Create opportunities for career progression.
1.4.6 Access to leadership courses.
1.4.7 Upliftment, support, and knowledge regarding university academic progression.
1.5 Policy writing regarding gender specific issues:
1.5.1. Protection from Radiation during pregnancy
1.5.2. Maternity leave policies.
1.5.3. Flexible hours/ part-time due to childcare.
1.5.4. Sexual discrimination awareness.
1.6. Research: Support and empower members to participate in and lead research projects.
1.6.1 Create greater awareness of research opportunities to increase participation.
1.6.2 Support for surgeons’ doing clinical research.
1.6.3 Expand the research funding and award opportunities through private sector collaborations and industry partnership as well as donations.
1.7 Organizational Excellence: Become and maintain a sustainable society.
1.7.1. Create a culture of transparency, honesty, and integrity.
1.7.2. Practice Ubuntu to our members (compassion and humanity).
1.7.3. Secure the Society’s fiscal health.
ARTICLE II
OFFICES
2.1. Registered Office. The registered office of the Society shall be at any location in South Africa, determined by the Committee. The city may change from time to time depending on where the President of SAFOSS resides.
2.2. Other Offices. The Society may also have offices at such other places as the Committee may select and the business of the Society shall require.
ARTICLE III
MEMBERS
3.1. The Society shall have no governing Members other than the members of the Executive Committee (EXCO).
3.2. Honorary Titles. The Executive Committee may create such additional Classes of “Membership”, such as contributing members or honorary members, as they see fit, but such persons shall not have the right of Members, as amended (the “Act”).
ARTICLE IV
DIRECTORS
4.1. Powers. The business and affairs of the Society shall be managed by the Board of Executive Committee, except as otherwise required by the Act, this Constitution or a resolution duly adopted by the Committee.
4.2. Qualifications of Committee. Each Committee member shall be an individual with a medical degree and at least a registrar number. The Executive Committee should be chosen to be broadly representative of the South African population.
4.3. Number, Election, and Terms of Executive Committee. The Executive Committee shall consist of not fewer than three (3) and no more than ten (10) persons as determined by the EXCO. The Initial EXCO shall be selected by the founding member. The presidential line shall serve three-year term from inception (January 2021) and then only a term (two years) with no option to renew for an additional term. The past president shall remain on the EXCO for a term (2 years). The past presidents will not be eligible for re-election to the presidential line for the ten (10) years after stepping down from the presidential post. The presidential line is chosen from the EXCO, nominated by other EXCO members.
The remaining EXCO shall serve for terms of three years from inception (January 2021) of SAFOSS and then for two years (term) with an opportunity to renew for one additional term (i.e., two years). As nearly as possible, an equal number of terms shall expire each year. The EXCO will vote on renewal of terms. New EXCO members will be nominated by members of SAFOSS. Nominations will need one member to nominate, one member to second and the nominated member must agree to commit to the EXCO for the full term. The nominations will then be made public to the members and an electronic voting system will be instituted.
4.4. Removal. The first year of term is probational. Any EXCO member may be removed from office, with or without the assignment of any cause, by a vote of a majority of the other EXCO members at a duly convened meeting of the Committee, provided that written notice of the intention to consider removal of such Committee member has been included in the notice of the meeting. No EXCO member shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
4.5. Quorum. A majority (50%) of all EXCO members shall constitute a quorum for the transaction of business at any meeting, and the acts of most of the Committee members present at a duly convened meeting at which a quorum is present shall be the acts of the Committee, unless a greater number is required by the Act or this Constitution. EXCO members that cannot attend, can give a proxy to another EXCO member who will be present.
4.6. Vote. Every EXCO member shall be entitled to one (1) vote.
4.7. Unanimous Consent of EXCO in Lieu of Meeting. Any action which may be taken at a meeting of the EXCO may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the EXCO members in office and shall be filed with the Secretary of the Society.
4.8. Annual Meeting. The annual meeting of the EXCO shall be held once a year.
4.9. Regular Meetings. Regular meetings of the EXCO shall be held as determined by the EXCO.
4.10. Special Meetings. Special meetings of the EXCO may be called by the President or by one-third of the EXCO at any time. At least five (5) days’ notice stating the time, place and purpose of any special meeting shall be given to the members of the EXCO.
4.11. Teleconference Meetings. Any Committee member may participate in a meeting of the EXCO or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.
4.12. Evaluation. The EXCO members shall at least every other year evaluate their own performance and the composition of the EXCO in terms of the skills, experience, and contributions of its members to identify ways it may improve its effectiveness by selection of new EXCO members and otherwise.
4.13. Compensation. No EXCO members shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an Officer or EXCO member from receiving any compensation from the organization for duties other than as a EXCO member or Officer.
ARTICLE V
OFFICERS
5.1. Positions, Election, Term. The officers of the Society shall include a President, a Secretary and a Treasurer and other EXCO members, who shall be elected or have terms renewed by the EXCO members from among the EXCO members at the annual meeting of the EXCO. The president shall serve a one-year term (except as stated above) whereas the secretary and treasurer have two-year terms that can be renewed once. The EXCO members may elect such other officers or assistant officers, who need not be members of the EXCO, as they deem appropriate from time to time.
5.2. Consecutive Terms. Certain officers may be elected for consecutive terms as noted in 5.
5.3. Duties. The duties of the Officers shall include the following:
- The President shall preside at all meetings of the Executive Committee; shall generally supervise the business of the Society; and shall execute documents on behalf of the Society. The President shall be an ex-officio member of every Society committee.
- The Secretary shall assure that minutes are prepared and maintained for all meetings of the EXCO; shall assure that appropriate notice is given for all meetings of the EXCO; and shall perform such other duties as may be prescribed by the EXCO or by the President.
- The Treasurer shall assure that accurate accounts of the receipts and disbursements of the Society are maintained; shall cause financial reports to be provided to the EXCO as requested, but not less than once a year; and shall perform such other duties as may be prescribed by the EXCO or by the President.
5.5. Removal of Officers. Any Officer or EXCO member may be removed by the EXCO whenever in its judgment the best interests of the Society will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
ARTICLE VI
SUB-COMMITTEES
6.1. Establishment. The EXCO may establish one or more sub-committees that report to the EXCO. Members of the EXCO may serve one or lead sub-committees as needed. Any such sub-committee, to the extent provided in the resolution of the EXCO, shall have and may exercise any of the powers and authority of the EXCO, except that no sub-committee shall have any power or authority as to the following:
- The filling of vacancies on the EXCO;
- The adoption, amendment, or repeal of the Constitution.
- The amendment or repeal of any resolution by the EXCO; or
- Action on matters committed by the Constitution or by resolution of the EXCO to another committee of the EXCO.
If any person who is not a EXCO member is appointed to any sub-committee of the EXCO, such non-EXCO member shall have no right to vote on any question that would create a binding obligation of the Society.
6.2. Appointment to sub-committees. Unless otherwise determined by the EXCO or set out in the Constitution, the EXCO shall appoint and remove members and chairs of all sub-committees.
6.3. Creation and Composition of Advisory Boards. The Society may, in its discretion, establish Advisory Boards that may include persons who are not EXCO members. Such Advisory Boards shall have no power to bind the Society and shall have only such other responsibilities and duties as delegated to them by the EXCO or the President.
ARTICLE VII
RESIGNATIONS AND VACANCIES
7.1. Resignations. Any EXCO member or Officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Society, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the EXCO shall not be required to make it effective.
7.2. Filling Vacancies.
- If a vacancy exists among the positions available for EXCO, by virtue of a desire to fill unfilled positions, or by reason of death, resignation, disqualification or otherwise, the EXCO members in office may choose a person or persons who may serve as a EXCO member for the remainder of the applicable term.
b. If the position of any Officer becomes vacant, by an increase in the number of EXCO members, or by reason of death, resignation, disqualification, or otherwise, the EXCO members may choose a person or persons who shall hold office for the remaining term.
ARTICLE VIII
MEETINGS AND NOTICE
8.1. Place of Meetings. Meetings may be held in any place as determined by the EXCO members.
8.2. Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or electronic mail, to that person’s address appearing on the books of the Society, or in the case of EXCO members, supplied by that person to the Society for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the South African postal service or deposited with a courier service for delivery to such person. In the case of electronic mail it shall be deemed to have been given when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Act or the Constitution.
8.3. Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
8.4. Electronic Mail. Any action which may be done, or is required to be done, in writing under the Constitution or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.
ARTICLE IX
LIABILITY AND INDEMNIFICATION
9.1. General Rule. A EXCO member shall not be personally liable for monetary damages as EXCO members for any action taken, or any failure to take any action, unless:
- the EXCO member has breached or failed to perform the duties of EXCO member in accordance with the standard of conduct contained in the Act and any amendments and successor acts thereto; and
- the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of a EXCO member pursuant to any criminal statute or (b) the liability of a EXCO member for the payment of taxes pursuant to national law.
9.2. Indemnification. The Society shall indemnify any EXCO member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Society) (a “Proceeding”) by reason of the fact that such person is or was a representative of the Society, or is or was serving at the request of the Society as a representative of another domestic or foreign Society for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Society, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Society unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Society is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
9.3. Procedure. Unless ordered by a court, any indemnification under Section 9.2 or otherwise permitted by law shall be made by the Society only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the EXCO member has met the applicable standard of conduct set forth under that section. Such determination shall be made:
- By the EXCO members by a majority vote of a quorum consisting of EXCO members who were not parties to the action or proceeding; or
- If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested EXCO members so directs, by independent legal counsel in a written opinion.
9.4. Advancement of Expenses. The Society shall advance expenses incurred by an EXCO members who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Society, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Society.
9.5. Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an EXCO members of the Society and shall inure to the benefit of the heirs, executors, and administrators of such person.
9.6. Other Rights. This Article shall not be exclusive of any other right which the Society may have to indemnify any person as a matter of law.
ARTICLE X
AMENDMENTS
10.1. Articles of Incorporation. The Articles of Incorporation of the Society may be amended by vote of the EXCO members at any duly convened meeting of EXCO members after not less than 10 days’ notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be affected thereby.
10.2. Constitution. The Constitution may be amended by vote of the majority of all EXCO members in office at a duly convened meeting of EXCO members, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be affected.
ARTICLE XI
MISCELLANEOUS
11.1. Fiscal Year. The fiscal year of the Society shall begin on the first day of January and end on the last day of December.
11.2. Policies. The EXCO members shall adopt policies dealing with conflicts of interest, whistleblower protection, and document retention and destruction.
11.3. Headings. In interpreting the Constitution, the headings of articles shall not be controlling.
11.4. The Constitution once accepted and approved by the members can be reviewed every five (5) years. Any changes of the constitution, proposed by the EXCO, will be voted on by members at the annual AGM.