In this document, unless
inconsistent with or otherwise
indicated by the context –
1.1 words importing:
1.1.1 any one gender include the
other two genders;
1.1.2 the singular include the
plural and vice versa;
1.1.3 natural persons include
created entities (corporate or
unincorporated) and vice versa;
1.2 the following terms shall have
the meanings assigned to them
hereunder and cognate expressions
shall have corresponding meanings,
namely
"allied health
professionals"
those specific interest
groups and/or individuals
identified and/or determined
by Exco from time to time;
"business days"
all days excluding
Saturdays, Sundays and
public holidays;
"constitution"
the constitution of the
Group as amended or replaced
from time to time;
"Exco"
the executive committee of
the Group constituted in
terms of the constitution;
"group"
the Diabetic Foot Working
Group of South Africa
"effective date"
the date on which this
constitution is accepted by
the members by a two-thirds
majority vote of the members
present in person or proxy
at a general meeting of the
Group and entitled to vote;
"the day committee"
the day committee of the
Group established in terms
of clause 13.2;
"financial year"
the financial year of the
Group ending on the last day
of (add month) of each year;
"member"
a member of the Group in
good standing;
"ordinary member"
an ordinary member of the
Group as contemplated in
clause 8.1.1;
"Republic"
the Republic of South
Africa;
"SAMA"
South African Medical
Association (Association
incorporated under section
21), registration number
1927/000136/08;
"SARS"
South African Revenue
Services;
"secretary"
the secretary of the Group
from time to time;
"treasurer"
the treasurer of the Group
from time to time.
1.3 A reference to a party includes
that party’s successors and
permitted assigns.
1.4 Any reference to an enactment is
to that enactment, as amended, as at
the date of signature hereof, and as
amended or re-enacted from time to
time.
1.5 If any provision in a definition
in this document is a substantive
provision conferring rights or
imposing duties on any party,
notwithstanding that it is only in
the definition clause, effect shall
be given to it as if it were a
substantive provision in the
operative part of this document.
1.6 When any period is prescribed in
this document, that period shall be
reckoned exclusively of the first
day and inclusively of the last day
unless the last day is not a
business day, in which case the last
day shall be the next succeeding
business day.
3.1 The Group is constituted as a
voluntary association.
3.2 The Group shall comply with and
conform to the rules and principles
and requirements of SAMA, to the
extent that the rules and principles
and requirements of SAMA are
compatible with the objects of the
Group.
3.3 The Group is a distinct and
separate legal entity and body
corporate, with the capacity to
acquire rights and obligations and
having perpetual succession.
3.4 All proceedings shall be brought
by or against the Group in the name
of the Group and the Exco may
authorise any person to act on
behalf of the Group and to sign all
such documents and to take all such
steps as may be necessary in
connection with any such
proceedings.
Notwithstanding anything to the
contrary herein contained:
4.1 the Group is not formed and does
not exist for the purpose of
carrying on any business that has
for its object the acquisition of
gain by the Group or its individual
members;
4.2 the income and assets of the
Group shall be applied solely for
investment and for the promotion of
the objects for which it is
established;
4.3 no part of the income or assets
of the Group shall be paid, directly
or indirectly, by way of dividend,
donation or otherwise, to any
person;
4.4 the Group shall not carry on any
trading or other profit-making
activities.
5.1.1 does not confer upon any
member a right to any of the moneys,
property or assets of the Group;
5.1.2 confers upon the members the
privilege of membership subject to
such charges and reasonable
restrictions as the Exco may from
time to time impose and subject to
the constitution of the Group in
force from time to time.
5.2 A member whose application for
membership has been accepted shall
be bound by the constitution.
6.1 to serve as the overall
representative body of Diabetic Foot
care in the Republic;
6.2 to promote awareness and
prevention and optimal management of
people with diabetes, diabetic foot
problems in the Republic;
6.3 to collect relevant data in
relation to it’s members and to
apply such data to promote the
interests of it’s members.
6.4 to maintain and promote the
continuing academic standards and
training in diabetic foot care in
the Republic;
6.5 to define and establish
relationships amongst all role
players and hospitals, public and
private institutions, government
authorities, SAMA, the
pharmaceutical industry and the
medical and health care profession
generally, and the public;
6.6 to conclude contracts where
required to regulate the
relationships contemplated in clause
6.5;
6.7 to hold or arrange for the
holding of meetings of members of
the Group and for congresses and
seminars and to defray costs related
thereto;
6.8 to secure sponsorships, grants
and subsidies to achieve the
objectives of the group;
6.9 to provide financial assistance
to its members in relation to the
costs of attending congresses and
seminars;
6.10 to pay out of the funds of the
Group all grants, bursaries, costs,
charges and expenses considered by
the Exco to be necessary to the
promotion of the Group and its
objectives.
Subject to the provisions of clause
3 above, the Group shall have all
such powers as are necessary for the
proper attainment of the objectives
set out in clause 6 above and shall,
in particular, have the following
express powers:
7.1 to facilitate the exchange of
ideas, priorities and problems in
the field of diabetic foot care;
7.2 to acquire any movable or
immovable property for the Group
calculated to benefit the Group and
to advance its objectives and to
maintain, improve and alter any of
the Group's property;
7.3 to institute, conduct, defend,
compound or abandon any legal
proceedings by or against the Group
or its officers, or otherwise
concerning the affairs of the Group;
7.4 to open bank accounts in the
name of the Group and to draw,
accept, endorse, make and execute
bills of exchange, promissory notes,
cheques and other negotiable
instruments connected with the
business and affairs of the Group;
7.5 to invest and deal with any
moneys of the Group not immediately
required for the purposes of the
Group;
7.6 to secure the fulfillment of any
contracts or engagements entered
into by the Group;
7.7 to establish, promote or assist
in establishing or promoting and to
subscribe to or become a member of
any association or Group whose
objects are similar or partly
similar to the objects of the Group,
or the establishment or promotion of
which may be beneficial to the
Group;
7.8 to support and subscribe to any
institution or Group which may be
for the benefit of the Group;
7.9 to raise funds to further the
objects of the Group and to accept
donations and grants and subsidies;
7.10 to recover costs incurred by
the Group in respect of congresses
and seminars and meetings;
7.11 to borrow or raise and give
security for the indebtedness of the
Group from time to time;
7.12 to enter into any contract
commensurate with or which furthers
the objects of the Group including
sales and purchase of property of
any kind whatsoever.
8.1 There shall be the following
classes of members of the Group,
namely:
8.1.1 ordinary members
Any person who is a registered
healthcare practitioner, practicing
within the Republic and registered
with their relevant Professions
Council within South Africa,
8.1.2 affiliate members
8.1.2.1 people with an interest in
the objectives of the group
8.1.2.2 Affiliate members shall not
have any vote in the affairs of the
Group.
8.1.3 honorary members
8.1.3.1 Honorary members may be
nominated by the Exco and ratified
at an annual general meeting.
8.1.3.2 Honorary members shall have
such privileges as may be conferred
on them by the Exco but shall have
none of the liabilities of ordinary
members and shall have no vote in
the affairs of the Group.
8.1.4 – Corporate Members
8.1.4 – hospital groups, pharma
industry / as ratified by exco
9.1 Candidates for membership in any
category shall be ratified by exco.
9.2 A member shall remain a member
until the membership is terminated:
9.2.1 by resignation in writing
addressed to the secretary; or
9.2.2 by unanimous decision of the
Exco;
9.3 The Exco shall be entitled by
notice in writing to the member
concerned to suspend his/her
membership if the member is in
arrears with the payment of
subscription or other dues.
9.4 Should any ineligible candidate
be inadvertently admitted as a
member in any class of membership,
the Exco may declare his/her
membership void, and it shall give
him/her notice to that effect,
he/she shall cease to be a member
and his/her name shall be erased
from the register of members.
9.5 On the acceptance of membership
in any class, the secretary shall
notify such person, and he/she shall
be entitled to a copy of the
constitution of the Group.
9.6 The Exco shall have power to
readmit a member, who for any reason
has relinquished membership of the
Group, on such terms and conditions
as the Exco shall determine in each
particular case.
10.1 Annual subscriptions shall be
paid by all members excluding
honorary members of the Group in
amount determined from time to time
by the exco.
10.2 All subscriptions shall become
due on the first day of each
financial year and shall be paid in
one instalment by debit order or
such other method as the day
committee may approve from time to
time.
11.1 The Group shall have the
following office bearers:
11.1.1 president;
11.1.2 immediate past president;
11.1.3 secretary;
11.1.4 treasurer; and
11.1. six members who are elected by
the members to the Exco. / other co
opted
11.2 The president, secretary and
treasurer shall be nominated by the
Exco and ratified in general meeting
of the members and shall hold office
for a period of three years.
11.3 The immediate past president
shall hold office for a period of
three years.
11.4 The members contemplated in
11.1.5 shall hold office for a
period of two years after their
individual elections.
11.5 Notwithstanding anything to the
contrary contained in this
constitution, an office bearer of
the Group shall cease to hold
his/her office when he/she ceases to
be a member of the Group.
11.6 The full list of office bearers
of the Group, together with a list
of members, shall be furnished to
SAMA within 30 days after each
annual general meeting of the Group.
12.1 The Exco shall consist of the
immediate past president as well as
the president, the secretary and the
treasurer (whose nominations shall
be ratified in terms of 11.2) and
six members of the Group who shall,
subject to the provisions of 12.2,
be elected at annual general
meetings of the Group.
12.2 Notwithstanding the provisions
of clauses 11.2 to 11.4: 12.2.1 the
members of the Exco holding office
at the special general meeting at
which the adoption of this
constitution will be considered
(save for the current day committee
and the current immediate past
president) will continue to hold
office until the first annual
general meeting of the Group
following such special general
meeting;
12.2.2 the current day committee as
well as the immediate past president
will remain in office until the
second annual general meeting of the
Group following the special general
meeting at which the adoption of
this constitution will be
considered.
12.3 The members shall elect six
members of the Group, who may be
representative of the following
areas – Central Gauteng, Pretoria,
Kwa-Zulu Natal, Western Cape,
Eastern Cape and Central (OFS / N
Cape)– having regard to the
concentration of numbers of the
members in the various areas. At
least four areas shall have one
representative member provided that
no area shall have more than two
members representing such area.
12.4 The president shall be entitled
to fill any vacancy which may occur
amongst the six members of the Group
forming part of the Exco. The member
appointed to fill such vacancy shall
hold office until the next annual
general meeting of the Group.
12.5 Nominations in writing for the
office of the six members of the
Exco shall be signed by two ordinary
members of the Group (save for the
retiring members of the Exco) and
delivered to the secretary at least
30 days before the date fixed for
the holding of the general meeting
of the Group at which election shall
take place. In the event that no or
an insufficient number of
nominations are received, the day
committee shall be responsible to
nominate in writing, at least 7
(seven) days prior to the date fixed
for the holding of the general
meeting of the Group at which
election shall take place, members
for the office of the six members of
the Exco as it deems fit.
12.6 No member, save for a retiring
elected member of the Exco, may
stand for election as a member
thereof unless nominated in terms of
clause 12.5 above.
12.7 Voting for the election of
members of the Exco shall be by way
of ballot, or show of hands as the
chairman may decide.
13.1 The management and control of
the affairs of the Group shall vest
in the Exco which shall have full
power and authority to do any act,
matter or thing necessary to achieve
the objects of the Group excepting
such matters as are specifically
reserved to be dealt with at a
general meeting of members.
13.2 The day committee shall be
responsible for the day-to-day
operations of the Group and shall
comprise the following members from
the Exco:
13.2.1 the president;
13.2.2 the treasurer; and
13.2.3 the secretary.
13.3 The Group in general meeting
may review, approve or amend any
decision of the Exco, but no such
decision of the Group shall
invalidate any action taken by the
Exco in accordance with these rules.
13.4 The Exco shall be entitled from
time to time to issue:
13.4.1 standing orders and rules in
relation to the affairs of the
Group, which standing orders and
rules shall in each instance be
subject to confirmation at the
immediately following annual general
meeting of the Group;
13.4.2 protocols and guidelines
relating to clinical procedures and
coding thereof.
13.5 Any protocols and guidelines
relating to the clinical procedures
and coding thereof issued by the
Exco shall take precedence over the
protocols and guidelines issued by
the relevant professional
associations.
14.1 The Exco may appoint the
following subcommittees:
14.1.1 a commercial/coding
subcommittee, which shall be
responsible for commercial matters
of the Group;
14.1.2 an academic subcommittee,
which shall be responsible for
training and examinations,
14.1.3 CPD subcommittee, which shall
be responsible for congress
organization and matters relating to
Continued Professional Development;
14.1.4 communications subcommittee
which shall be responsible for
matters such as a Group newsletter,
managing the Group website and
general public relations;
14.1.5 peer review and clinical
protocols subcommittee, which shall
be responsiblefor peer review
procedures;
14.1.6 any other subcommittee that
the Exco may deem necessary and
appropriate for purposes of
conducting the affairs and achieving
the objects of the Group.
14.2 The subcommittees shall
comprise such members of the Group
as the Exco may determine, and the
president shall serve as an ex
officio member of all subcommittees.
14.3 The Exco shall determine the
scope of reference and
responsibilities of each
subcommittee, and shall allocate a
separate budget to each subcommittee
for the attainment of its purpose.
14.4 The president shall report on
the activities of the Exco and each
subcommittee at each annual general
meeting of the Group.
14.5 The Exco shall be entitled to
temporarily co-opt any member of the
Group as an additional member of the
Exco for special purposes.
15.1 The Exco shall be entitled to
establish sub - groups of the Group
within the framework of the
divisions or branches of the
relevant professional bodies or in
such other manner as may be agreed
upon by the Exco from time to time.
15.2 Such sub - groups may be
conferred with powers of independent
action in local matters only (in
other words matters pertaining
exclusively to the Republic and
which excludes international
matters), provided that such action
is not in conflict with the policy
and rules of the Group in force from
time to time.
15.3 Reports of local action taken
and of any matter directly affecting
the Group in any way shall be
furnished by sub–groups to the
secretary forthwith
16.1 Meetings of the Exco shall be
chaired by the president and, in
his/her absence, by any member of
the Exco elected for this purpose at
the meeting.
16.2 The Exco shall meet as often as
the members of the Exco may deem
necessary, but not less than twice a
year
16.3 Not less than seven days notice
shall be given of all meetings of
the Exco unless all members of the
Exco agree to accept shorter notice.
16.4 The quorum for a meeting of the
Exco shall be a majority of the
members of the Exco present at the
commencement of and throughout the
meeting.
16.5 Any decision of the Exco shall
be by majority vote by show of hands
of those present. Each person
entitled to be present and to vote
shall have one vote and the chairman
of the meeting shall have a casting
vote in addition to his deliberative
vote.
16.6 The secretary shall convene a
special meeting of the Exco on the
instructions of the president or
upon the written request of at least
two members of the Exco.
16.7 The Exco shall cause a register
of all members of the Group,
together with their addresses, and
proper accounting records, to be
kept and it shall further cause
minutes to be kept of the
appointment of officers and names of
members of the Exco present at any
meeting, together with minutes of
all resolutions and all proceedings
taken at any such meeting.
16.8 A resolution in writing which
is signed by all members of the Exco
and inserted in the minute book of
the Exco shall be as valid and
effective as if passed at a meeting
of the Exco. Any such resolution may
consist of several documents in the
same form, each of which is signed
by one or more members of the Exco.
16.9 All acts done by any meeting of
the Exco or by any person acting as
a member of the Exco shall,
notwithstanding that it be
afterwards discovered that there was
some defect in the appointment of
any such member, be as valid as if
every such person had been duly
appointed and was qualified to be a
member of the Exco.
16.10 The proceedings of the Exco
shall be valid notwithstanding any
temporary vacancy in the Exco.
17.1 The annual general meeting of
members of the Group shall be held
at such time and place as the Exco
may determine but as close as
possible to the annual congress and
scientific meeting of the Group.
17.2 Notices of the date, time and
place for the holding of the annual
general meeting shall be posted by
letter or by electronic mail to each
of the members of the Group at his
registered address as appearing in
the register of members or to an
electronic address furnished by the
member to the Group (as the case may
be), at least thirty days before the
date fixed for the holding of such
meeting.
17.3 The accidental omission to send
by post any such notice to any
member shall not invalidate the
holding of the meeting, or the
passing of any resolution thereat.
17.4 Notice of the terms of any
resolution to be proposed at an
annual general meeting, other than
concerning ordinary and general
business, shall be lodged with the
secretary at least sixty days before
the date fixed for such meeting.
18.1 At the annual general meeting
the Exco shall present an audited
balance sheet and income statement
drawn as at financial year-end of
the preceding financial year,
together with its report.
18.2 The ordinary business to be
done at an annual general meeting
shall be as follows:
18.2.1 to confirm the minutes of the
previous annual general meeting and
any special general meeting held
since the previous annual general
meeting;
18.2.2 to receive and consider the
report of the Exco and the financial
statements for the preceding
financial year with the auditors
report thereon;
18.2.3 to elect the office bearers
of the Group;
18.2.4 to ratify the candidates of
the day committee as nominated by
the Exco in terms of 11.2;
18.2.5 such other business as the
Exco may table from time to time.
19.1 The Exco may at any time,
through the secretary, call a
special general meeting of members
by giving not less than fourteen
days notice to members specifying
the purpose of the meeting.
19.2 The secretary shall convene a
special general meeting of members
of the Group, upon receiving a
requisition signed by not less than
twenty ordinary members, specifying
any resolution or resolutions
proposed to be moved or other
business to be discussed. The
secretary shall post to each member
to his registered address or send by
electronic mail to his electronic
mail address a copy of such notice
at least fourteen days prior to the
holding of the meeting.
19.3 The omission to send by post
any such notice to any member shall
not invalidate the holding of the
meeting, or the passing of any
resolution thereat.
The quorum for a general meeting of
members shall be twelve members
entitled to vote thereat; provided
that if no quorum be present within
(15) minutes after the time fixed
for the meeting, it shall, in the
case of an annual general meeting or
a special general meeting called by
the Exco, be postponed to the same
day and hour in the following week
and at such adjourned meeting, the
ordinary members present shall be
deemed to be a quorum for the
transaction of the business of the
meeting. In the case of a special
general meeting called by
requisition of members, if no quorum
is present upon the date fixed, and
within fifteen minutes after the
time fixed for the meeting, it shall
be dissolved.
The chairperson for all general or
special general meetings of the
members of the Group shall be the
president or, in his absence, the
past president. Should both be
absent, the members present shall
elect a chairman for that meeting
from among the other members of the
Exco present, if any, or, failing
their presence, a chairman shall be
elected being a person who is
entitled to vote at an annual
general meeting, from among those
members present.
The chairman of any general meeting
may, with the consent of the meeting
decided by majority vote, adjourn
the meeting from place to place and
from time to time but no business
shall be transacted at any adjourned
meeting other than that business
left unfinished at the adjourned
meeting.
23.1 Only ordinary members shall be
eligible and entitled to vote at an
annual or special general meeting of
members of the Group and each
ordinary member shall have one vote.
23.2 Save as otherwise provided in
this constitution, any business,
resolution or question submitted to
such a meeting for decision shall be
decided by majority vote of those
present and entitled to vote and, in
the first instance, by a show of
hands. An ordinary member may be
represented by a representative
whose identity has been notified to
the secretary at least forty-eight
hours prior to the meeting.
23.3 A declaration by the chairman
of the meeting of the result of a
show of hands or a ballot, as the
case may be, shall be conclusive.
The constitution shall not be
repealed or amended save by a
resolution adopted by a majority of
two thirds of the ordinary members
of the Group present at any annual
or special general meeting of
members of the Group of which due
and proper notice has been given.
25.1 A member of the Group shall be
guilty of misconduct should he/she
in the opinion of the Exco:
25.1.1 commit any breach of this
constitution or the rules or by-laws
of the Group or to the extent that
the rules and principles and
requirements are compatible with the
objects of the Group; or
25.1.2 be guilty of any conduct
which places the Group in disrepute;
or
25.1.3 fail to make payment of any
money due to the Group after due
notice; or
25.1.4 be guilty of conduct which is
regarded as misconduct.
25.2 The hearing and investigation
of any complaint as to the conduct
of a member, and the procedure to be
adopted in connection therewith,
shall be in the sole discretion of
the Exco, provided, however, that
the member whose conduct is the
subject of complaint and
investigation shall be informed of
the nature of the complaint, or the
Exco shall take any reasonable steps
to bring to his notice the nature
thereof, by posting a registered
letter to his registered or
residential address or otherwise,
and provided that such member shall
be afforded an opportunity of
replying to any such complaint,
whether in writing or in such other
manner as the Exco may determine
25.3 The Exco, after investigation,
shall have the power in regard to a
member who, in its opinion, has been
guilty of misconduct as described
clause 25.1 above:
25.3.1 to expel such member, who
shall be ineligible for re-election;
or
25.3.2 to deprive such member of any
or all of the rights, benefits and
privileges of his membership during
such time or period as the Exco in
its absolute discretion may deem
fit; or
25.3.3 to call upon such member in
writing, through the secretary, to
resign and, if he fails to tender
his resignation within seven days of
the date of such request, to expel
such member, who shall then be
ineligible for re-lection; or
25.3.4 to reprimand and/or censure
such member, or
25.3.5 to caution such member; or
25.3.6 to impose such condition upon
such member as to the use of the
facilities of the Group as the Exco
may in its sole discretion
determine.
25.4 The decision of the Exco under
this rule shall be notified to such
member by posting a registered
letter to such member at his
registered or residential address.
All members shall communicate their
addresses from time to time to the
secretary who shall keep a register
of the names of members and of their
addresses.
Every member, officer or servant of
the Group shall be indemnified by
the Group against all costs, losses
and expense, which he may incur or
become liable for by reason of any
bona fide act or thing done by him
as such in the discharge of this
duties, unless the loss in question
is caused by his own gross
negligence, dishonesty or breach of
trust.
28.1 The Group may be dissolved by a
resolution passed at a special
general meeting called for that
purpose by a majority of two-thirds
of the ordinary members present and
entitled to vote at the meeting.
28.2 On dissolution of the Group the
remaining assets shall be given or
transferred to another organisation
with objects similar to those of the
Group and which is itself exempt
from income tax.
