THE SOUTH AFRICAN ASSOCIATION OF CLINICAL BIOCHEMISTRY
1. NAME OF THE ASSOCIATION
The name of the Association is the SOUTH AFRICAN ASSOCIATION OF CLINICAL BIOCHEMISTRY. (Hereinafter referred to as the Association).
2. OBJECTS OF THE ASSOCIATION
The objects for which the Association is established are:
- To promote the advancement of the science and practice of clinical biochemistry.
- To work in conjunction with the International Federation of Clinical Chemistry and other international and national organisations concerned with clinical biochemistry.
- To promote meetings of the members of the Association in South Africa and to take part in meetings, congresses and symposia both in South Africa and abroad for the discussion of subjects of importance in clinical biochemistry.
- To co-operate with examining bodies in medicine and chemistry in order to promote suitable training for members of the profession of clinical biochemistry.
- To circulate such information as may be thought desirable by means of a scientific journal and by the occasional publication of transactions or other papers.
- To publish transactions or a journal devoted to clinical biochemistry either alone or in collaboration with any other organisation.
- To promote co-operation and co-ordination amongst members of the Association in regard to the standardisation of techniques, reference methods and materials and the evaluation of scientific equipment.
- To contribute in whatever other ways possible to the enhancement of the standing of the profession of clinical biochemistry and to the improvement of the science and practice of clinical biochemistry and its service to medical science and humanity.
3. POWERS OF THE ASSOCIATION
The Association will be vested with full and plenary powers for the promotion or the furtherance of its objects or for the doing of anything arising from or incidental thereto including, specifically but without derogating from the generality of the foregoing, power to :
- Grant sums of money out of funds of the Association for the promotion of clinical biochemistry in such manner as may be determined from time to time.
- To purchase, take on lease, exchange, hire or otherwise acquire any corporeal or incorporeal property and any rights or privileges necessary or convenient for the purposes of the Association.
- To sell, improve, manage, develop, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property of the Association.
- To invest and deal with the monies of the Association in such manner as may from time to time be determined.
- To borrow any monies required for the purposes of the Association upon such terms and upon such securities as may be determined with power to pledge, mortgage or otherwise encumber any assets, property or rights of the said Association as security for any debts incurred.
- To pay out of the funds of the Association all costs, charges and expenses preliminary and incidental to the promotion and formation of the Association and the recruiting of qualified persons as members.
- To do all such further or other lawful things as may in the opinion of the Association from time to time be incidental or conducive to the promotion or carrying out of the objects of the Association or anything arising from or incidental thereto.
- The powers of the Association shall be vested in and exercisable by the Council hereinafter referred to subject to the provisions of this Constitution and to any directions from time to time given by the Association in general meeting and not inconsistent with this Constitution.
- Not withstanding the plenary powers herein before vested in the Association, the Association shall not in the furtherance or purported furtherance of its objects or in the exercise of its powers carry on any trading or other such profit-making activities (apart from activities to raise funds for the purposes of the Association) and shall not participate in any business, profession or occupation carried on by any of its members and shall not provide any financial assistance, premises or facilities required by any of its members for the carrying on of their business, profession or occupation.
4. BODY CORPORATE NOT FOR GAIN
- The Association is hereby constituted as a body corporate having perpetual succession and as a legal persona distinct from its members and irrespective of any changes in or the composition of its membership from time to time. The Association shall moreover have full legal capacity in its own name and title to acquire and hold rights, assets or property and to incur obligations or debts and shall have locus standi to bring or defend in its own name any legal or other proceedings before any court, tribunal or board.
- The assets, rights, property and income of the Association, from whatever source derived, shall be vested in the Association only and no member or members shall by virtue of their membership have or acquire any right, title or interest thereto. The assets, rights, property and income of the Association shall be applied solely towards the promotion of the objects of the Association as herein set out and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever to persons who at any time are or have been members of the Association or to any person claiming through any of them. However, nothing herein shall prevent the payment in good faith of remuneration to any officers or the re-imbursement of any “out of pocket expenses” incurred in or about the business of the Association.
- If upon the winding up or the dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association or falling within any related field; which institution or institutions shall prohibit the distribution of its or their income or property among its or their members to an extent to at least as great as is imposed upon the Association under the provisions of paragraph 4 (2) hereof; such institution or institutions to be determined by the members of the Association at or before the time of dissolution and in fault thereof by such division of the Supreme Court of South Africa as may have or acquire jurisdiction in this matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object of a public nature in the Republic of South Africa.
5. MEMBERSHIP AND MEMBERSHIP REGISTER
- The Association shall consist of Ordinary, Honorary, Affiliate and Corporate Members.
- Any person who is or has been prior to his retirement wholly or mainly engaged in the practice or teaching of clinical biochemistry in South Africa or elsewhere or in research in that field shall be eligible for election as an Ordinary Member of the Association provided that he shall be a person of good repute and a university graduate in science or medicine or the holder of such qualifications as the Council may accept as being equivalent to a university degree.
- Persons distinguished for eminent services to clinical biochemistry in South Africa or elsewhere or who have contributed to the advancement of clinical biochemistry may be elected as Honorary Members of the Association on the vote of two thirds (2/3) of the members of the Council present and voting.
- Honorary Members shall enjoy all the privileges of membership of the Association save that they shall not have the right to vote, nor shall they be eligible to become officers of the Association. Honorary Members shall not be obliged to pay any subscriptions.
- Professional groups of persons engaged in the practice of laboratory medicine or allied disciplines may be elected to Affiliate Membership of the Association on the vote of two thirds (2/3) of the members of the Council present and voting.
- Affiliate Members shall appoint by writing to the Secretary a representative.
- Affiliate Members and their representatives shall enjoy all the privileges of membership of the Association save that they shall not have the right to vote, nor shall they be eligible to become officers of the Association.
- Companies or corporate bodies who supply goods and/or services to clinical biochemistry laboratories may be elected to Corporate Membership of the Association on the vote of two thirds (2/3) of the Members of the Council present and voting.
- Corporate Members shall appoint by writing to the Secretary a representative.
- Corporate Members and their representatives shall enjoy all the Privileges of membership of the Association, save that they shall not have the right to vote nor shall they be eligible to become the officers of the Association.
- The names of Corporate Members shall be published.
- Application for ordinary membership of the Association shall be made in writing by the delivery to the Secretary of such application form as the Council may from time to time prescribe (embodying an undertaking to accept and to be bound by the provisions of the Constitution, the bye-laws and the Resolutions of the Association or the Council from time to time) duly completed and executed by the applicant and, as his sponsors, two members of the Association to whom the applicant is personally known.
- An applicant shall be elected to ordinary membership by the Council upon a vote in acceptance of his application of two thirds (2/3) of the members of the Council present and voting.
- A register shall be kept wherein shall be entered the name and address of every member.
- Every member shall remain a member until his membership is terminated.
- By his resignation on reasonable written notice provided that notwithstanding such resignation a former member shall remain liable for all subscriptions in respect of the year during which he resigns.
- By default in payment of subscriptions to the Association as herein after provided.
- By resolution of the Council as herein after provided.
- The Council shall have the power to terminate the membership of any member and to remove his name from the register of members; provided that no name shall be so removed from the register except pursuant to a resolution passed by a majority of at least two thirds (2/3) of the members of the Council present and voting being not less than three fourths (3/4) of the whole number of the members of the Council after at least 28 days (twenty eight days) notice of the meeting and its purpose shall have been sent to the member in question and such member shall have been given an opportunity of personally stating his case and defending himself before the Council.
- All members save Honorary Members shall pay the Association an annual subscription of such amount as may from time to time be determined by the Council.
- The subscription is payable in advance and is due on the 1st January in each year, or in the case of members elected during the year, at the time of election.
- In the event that a member’s subscriptions are in arrears for a period which in the opinion of the Council is unreasonable and such member, despite written notice calling on him to do so fails to pay the arrears up to date within the period stipulated by the Council, the Council may by ordinary resolution terminate the membership of such member and remove his name from the register.
7. LOCAL BRANCHES
- The activities and operation of the association may be organised on a regional basis in respect of such places or regions as the council may from time to time determine.
- The Council may on notice such as would be required for a general meeting convene a meeting of all members resident in a particular area or at a particular place to constitute a local branch of the Association for an area or place at which meeting, inter alia, shall be elected a local committee comprised of such number of members resident in the area or at the place in question as the meeting may determine.
- A local committee shall, subject to the direction and control of the Council, promote and further the objects of the Association within its area and hold meetings of members resident in that area alone or in conjunction with other organisations.
- Where in the opinion of the Council a local committee is no longer promoting the objects of the Association or fulfilling the purposes for which it was constituted the Council shall be empowered by ordinary resolution to dissolve such local committee.
- A local committee shall not, without the prior written consent of the Council being had and obtained, be competent to incur any debts or obligations or to bind the credit of the Association.
- A local committee shall report as required by the Council from time to time as to its proceedings and the conduct of the operations of the Association by such local committee within its area.
- No local committee shall have capacity to acquire any rights, assets, property or income in its own name and any such shall be the rights, assets, property and income of the Association administered by a local committee on behalf of the Association subject to such terms and conditions, including regulations in regard to the operation of any banking or other similar accounts, accounting and auditing as may be prescribed by the Council from time to time. Upon the dissolution of any local committee as herein after provided control and custody of all such property or assets and any books, documents and records shall be resumed by the Council.
8. ANNUAL GENERAL MEETING
- (1) The association shall hold an annual General Meeting in every calendar year at such time and place as may be determined by the Council provided that not more than eighteen months have elapsed since the last preceding General Meeting.
- (2) The business of the Annual General Meeting shall be:
- To receive the report of the Council in respect of the operation and activities of the Association during the year in question.
- To receive the financial reports.
- To elect such members of the Council as may require being elected in terms of the provisions of this Constitution.
- To appoint auditors of the Association for the ensuing year.
- To transact such other business as may by law or in terms of this Constitution be competent.
- The Council may whenever it thinks fit and shall upon a requisition made in writing as herein after provided by any ten (10) or more members, convene a General Meeting for the purposes of transacting any such business as may in terms of this Constitution be transacted by a General Meeting.
- Any requisition by members as herein before referred to shall state the object of the intended meeting and the said requisition shall be delivered to the Secretary of the Association.
- Upon receipt of any such requisition the Council shall forthwith proceed to convene a General Meeting and, if it does not do so within twenty one (21) days from the date of delivery of the requisition, the relevant members may themselves convene a meeting for the object specified in the requisition.
- The notice of a General Meeting convened by the Council or on the requisition of members as herein before provided, apart from such other matters as may be required to be included therein, shall state expressly the business for which the meeting is to be convened and whether the meeting is convened by a resolution of the Council or on a requisition of members and the General Meeting so convened shall be competent to deal only with the business set out in the relevant notice and no other business.
- Any member may bring before a meeting any matter of business which he considers requires the attention of the Association. Notice of such business shall be given to the Secretary at least eight (8) weeks before the meeting at which business is to be discussed and notice of such business shall be included in the notice convening the meeting and on the agenda paper of the meeting.
- Whenever the Council is requested to convene a meeting at which a vote on a specific issue is to be taken, if in its opinion such a meeting would be unlikely to draw sufficient members to constitute a quorum or in numbers inadequate to allow for full debate, the Council may call for a postal vote. The requirements for such a postal vote shall be that all members in good standing for whom addresses are available shall be polled, either by regular mail or electronically, and a valid response from at least one quarter of those polled shall be obtained. If the stated quorum is not attained, the proposal shall be referred to the full Council for a vote. The poll shall include the proposal requiring the vote, together with a motivation stating the reason for the proposal, and provision for a positive or negative response. Any comments proposing substantive changes to the proposal shall be considered to constitute a spoilt paper. Such votes shall be returned to the Secretary for counting within 4 weeks of distribution. The Secretary shall prepare a report of the postal vote for the next Annual General Meeting, which shall include the number of members polled, the number of responses, and the number of yes/no/spoilt responses. Should any member question the validity of the vote, the matter shall be submitted to the President of the FSASP.
9. PROCEEDINGS AT GENERAL MEETINGS
- The President, if present, shall preside as Chairman at the General Meeting. In the absence of the President, a Chairman shall be elected by the meeting.
- Except as herein after provided no business shall be transacted at any General Meeting unless there be present a quorum of not less than ten (10) members personally present or represented by proxy. If within one hour from the time appointed for the meeting such quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In the case of an Annual General Meeting failing to attain a quorum, it shall stand adjourned until the next day. If at such adjourned meeting a quorum is not present those present shall be deemed a quorum, except that for matters pertaining to a vote on a specific proposal, the matter shall be taken to a postal vote, as allowed for under the provisions of paragraph 8 (6).
- At any General Meeting a resolution put to the vote shall be decided by a show of hands unless a poll is, before the declaration of the show of hands, demanded by the Chairman or by at least three (3) members present in person or represented by proxy.
- At a General Meeting a declaration by the Chairman that a resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the Minute Book of the Association shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in favour of or against any such resolution.
- In the case of an equality of votes at any General Meeting, whether on a show of hands or on a poll, the Chairman shall have a second or casting vote in addition to the deliberative vote to which he is entitled as a member of the Association.
- A proxy holder for a member shall himself be a member. Every proxy shall only be valid for the particular meeting in respect of which it is given and for any adjournment thereof.
- A proxy shall be as nearly as material in the following form:-
“I …... being a member of the South African Association of Clinical Biochemistry, hereby appoint …... of ...... or failing him …... of …... also a member of the said Association as my proxy to appear, speak and vote as he in his discretion may think fit for me on all matters to be brought forward at the General Meeting of the Association to be held on the ..…. day of ...... 2.... at ...... and at any adjournment thereof. In witness whereof I have hereunto set my hand at ...... on this ...... day of ...... 2.....
- A proxy shall be delivered to the Secretary prior to the commencement of the General Meeting at which the same is intended to be acted upon.
10. SCIENTIFIC MEETINGS
- The Council shall at least once in each year arrange meetings or conferences, alone or in conjunction with other bodies which shall be open to every member of the Association in good standing to attend, for the purpose of receiving addresses or other communications relating to clinical biochemistry and discussing such subjects pertaining thereto as the Council may think proper. The Council may arrange to hold such meetings or conferences within or without South Africa. When held in South Africa such meetings shall be convened at the same place as the Annual General Meeting of the Association and in connection but not so as to conflict therewith.
- Whenever possible such scientific meetings shall be convened at the same place and in conjunction with the Scientific Meetings of the South African Society of Pathologists.
- The Secretary shall give six months notice of the place and date of the Scientific Meeting and shall at the same time invite contributions from members. At least two clear weeks prior to the Scientific Meeting the Secretary shall issue the Agenda paper to members.
- Members in good standing may introduce visitors to the meetings of the Association and may also arrange with the Secretary for communications and demonstrations to be given by visitors.
11. THE COUNCIL, OFFICERS AND POWERS THEREOF
- The general control and direction of the policy, affairs, activities and operations of the Association shall be vested in the Council of the Association.
- The Council shall exercise its powers and administer the affairs of the Association according to the provisions of this constitution and such resolutions of the Association in General Meeting as may from time to time be passed.
- There shall be a total number of seven voting Members of Council. In the event of a tied vote, the President shall have an additional deciding vote.
- All the members of the Council shall be elected from the ordinary membership by ballot at a General Meeting after being duly nominated and seconded.
- The Council members shall hold office for a period of four years, with the option of being re-elected for a further two-year term.
- The President of the Association shall be elected by ballot by the ordinary membership of the Association, at an Annual General Meeting or at a Special Meeting of the ordinary members in good standing. Should a quorum not be attained, the election shall be carried out by a postal (including electronic) vote, as allowed for under the provisions of paragraph 8 (6). Prior to the election of a new President, the candidates’ curriculum vitae and a brief statement of relevant experience and vision for the Association shall be circulated to the ordinary members of the Association. All ordinary members of the Association in good standing will be eligible for nomination and election, with the proviso that such a member is, or has been, a member of Council or an Executive Officer of the Association for at least one year and has not been dismissed for reasons of incompetence or dishonesty. The President is elected for a two-year term, but is eligible for re-election for a maximum of 2 further two-year terms.
- The President of the Association may only be relieved of his position following a motion of no confidence for reasons pertaining to quality of performance or dishonesty, at an Annual General Meeting of the Association or at a Special Meeting called for this purpose of the ordinary members in good standing. A 2/3 majority vote of the members present is required to carry a motion of no confidence. In an emergency, the President may be dismissed by a unanimous vote of the Council members provided that such a step is ratified by a 2/3 majority vote of the members present at an Annual General Meeting or Special Meeting. Failing such a majority the President will be reinstated unless he chooses to resign.
- The Council may from time to time, or at any time, appoint any ordinary member of the Association as a member of the Council to fill a casual vacancy among the members of Council. This decision shall be ratified at the following Annual General Meeting. This member shall be eligible for immediate re-election at the same Annual General Meeting.
- If Council requires and circumstances permit, one or more ordinary members may be co-opted to the Council for a period not exceeding two years. These shall be non-voting members.
12. PROCEEDINGS OF THE COUNCIL
- The Council shall meet at least once a year and shall be presided over by the President or, in his absence, by a Chairman to be appointed by the meeting from its own members.
- The meetings of the Council shall be held at such times and places as the Council shall appoint. Notices calling all meetings shall be posted to members of the Council by the Secretary not less than twenty-one days (21 days) before each meeting.
- No business shall be transacted at any meeting of the Council unless four (4) members of the Council shall be present.
- The President may if he thinks fit, and the President or the Secretary shall on receiving a request signed by not less than four members of the Council and specifying the business for which a special meeting is required, call a special meeting of the Council if need be by telegram, of which not less than seven (7) days notice shall be given. No business shall be transacted at a special meeting of the Council other than that business for which such meeting was called save by the unanimous consent of all members present.
- The President or, in his absence, the elected Chairman of the Council may exercise a deliberative vote and shall in addition in all cases of equality of votes be entitled to exercise a second or casting vote.
- Voting shall be by a show of hands unless otherwise agreed by the meeting and a decision of the majority of the members present and voting shall prevail and be valid as the decision of the Council save as may herein otherwise be provided.
- The Secretary is empowered to obtain, if he deems it advisable, the views of the Council by correspondence. The decisions so obtained shall have the same validity as if made at a duly constituted meeting of the Council. Such decision shall be recorded in the minutes and all the members of the Council advised thereof by the Secretary.
13. EXECUTIVE AND OTHER COMMITTEES
- There shall be appointed at the first meeting of the Council following each Annual General Meeting an Executive Committee which shall comprise, in addition to the elected President, the Secretary, Treasurer, Newsletter and Communications Officer and such further members as may be required to fill additional executive positions considered necessary by the Council from time to time. Only ordinary members of the Association in good standing will be eligible for appointment. Such appointees may or may not be members of Council. The members of the Executive committee shall hold office for two years, but are eligible for re-appointment for a maximum of 2 further two-year terms.
- A quorum of the Executive Committee shall be three (3) members.
- The Executive Committee shall have the power to act on behalf of the Council in any matter of urgency placed before it by the President provided that any action taken by the Executive Committee in terms of this sub-paragraph shall be included on the Agenda for review and consideration by the Council at its next meeting and shall have the same validity and effect as if done by the Council unless and until it shall be rescinded at the next meeting of the Council.
- The Council shall generally have power to appoint committees or sub-committees to report on any aspects of the Associations activities or operations or to carry out particular functions or projects and shall be entitled to regulate the membership and quorum of any such committee and the conduct of its meetings or activities.
- Any Executive Officer, other than the President, may be asked to resign or to be relieved of his portfolio by a majority of the Council for any reason pertaining to quality of performance or to dishonesty. Such a vote must be carried out at a Meeting of the Council or by mail (electronic or otherwise) and must include all available members of Council, but not less than 5. Should the Executive Officer wish to contest such a request, he/she shall have the right to be heard at the Annual Meeting of the Council or at a Special Meeting for that purpose.
14. BOOKS OF ACCOUNT, AUDITORS AND BALANCE SHEET
- The general funds of the Association shall be expended for the upkeep of the work connected with it and the payment of expenses and emoluments, if any.
- The Council and Treasurer shall cause to be kept and at all times entered up to date books of account recording on the basis of generally accepted principles and procedure of accounting the transactions of the Association and its financial affairs.
- The books and records of the Association shall be kept at such place as the Council may direct and shall not be removed save with the prior consent of the Council for such period and for such purpose only as the Council in such consent may specify.
- The books of account, records, vouchers and all other documents of the Association shall at all times be open for inspection of any member of the Council at the place where such are kept.
- There shall at all times be holding office auditors of the Association who shall be a firm or a person being chartered accountants and practising as Auditors and Accountants. In the event of an Auditor appointed by the Annual General Meeting ceasing for any reason to hold office the Council shall forthwith appoint Auditors who shall hold office until the next Annual General Meeting.
- Unless and until otherwise determined by the Council the financial year of the Association shall run from 1st March of each year until the 28th February the next year.
- A balance sheet and income and expenditure accounts shall be prepared and audited in respect of every financial year and submitted to the Association at the next Annual General Meeting.
- The out of pocket expenses of members of the Council attending meetings of the Council within South Africa may be defrayed out of the funds of the Association.
- Save as determined by this Constitution the mode of management of the Association; the rights and obligations of every member; the appointment, duties, powers and privileges of all officers and of the Council and Committees shall be such as may from time to time be prescribed and determined in accordance with the by-laws of the Association as framed by the Council provided that no bye-law shall be made under this power such as would be tantamount to or have substantially the effect of an amendment or variation of this Constitution.
- The bye-laws may from time to time be added to, amended, altered or repealed by the Council.
16. AMENDMENT OF THIS CONSTITUTION
- This Constitution may be amended by resolution of the members of the Association in General Meeting representing two thirds (2/3) of the members present and voting at such meeting and being not less than one quarter of the total membership of the Association competent to vote at such meeting.
- Consistent with the provisions of sub-paragraph 8 (4) in respect of meetings the notice convening a General Meeting or an Annual General Meeting at which a resolution for the amendment of this Constitution is to be proposed shall expressly set out that such resolution is to be proposed and the terms thereof.
- Save in the case of a General Meeting convened by requisition in terms of paragraph 8, any members intending to propose a resolution for the amendment of this Constitution shall notify the Secretary timeously thereof and of the terms of such proposed resolution and the Secretary shall include the necessary reference to such proposed resolution and the terms thereof in the notice convening the General Meeting and on the agenda paper of such General Meeting.
- Should insufficient members be present at a General Meeting to enable changes to the Constitution to be made, the Council may call for a postal vote. The requirements of sub-paragraph 8 (6) shall apply, except that a proposed amendment shall only be carried by a 2/3 majority vote.
- In the event that the effective functioning of the Association is prevented by a failure to achieve the necessary quorum or response to a postal vote in terms of sub-paragraphs 8 (6), 9 (2), 16 (1) and 16 (4), the Council, or failing that the Executive Committee, shall be entitled to enact such changes, including changes to the Constitution, which it may deem necessary to restore effective functionality to the Association. This course of action may only be taken after 2 failed attempts to achieve the necessary quorum or response as stated in the sub-paragraphs referred to above.
17. WINDING UP OF THE ASSOCIATION
- (1) The Association may be wound up or dissolved or merged with another Association having similar purposes and objects, in each case, only:-
- on a resolution passed at a General Meeting of the Association - the notice of such General Meeting and the majority in support of the resolution being mutatis mutandis as set out and required for the amendment of this Constitution in terms of the conditions of paragraph 16, or,
- on an application to the Division of the Supreme Court of South Africa having jurisdiction by any three members on the grounds that the Association has become dormant or is unable to fulfil its purposes and objects.
- A notice may be given by the Association to any member either by advertisement or personally or by sending it through the post in a prepaid letter addressed to such member at his registered address or, failing such, to his last known address. Any notice given by advertisement shall be published in such journals or newspapers as the Council may determine.
- Any notice given by advertisement shall be deemed to have been given and received on the day on which the advertisement was published and any notice given by post shall be deemed to have been given and received on the day following the day on which the letter containing the notice was posted.
19. INDEMNITY AND RESPONSIBILITIES
- Every officer or servant of the Association shall be indemnified by the Association against all costs, losses and expenses, including travelling expenses, which any officer or servant may incur or may become liable for by reason of any contract entered into or act or deed done by him in the proper course of his duties as such officer or servant or in any way in the bona fide discharge of his duties.
- No member of the Council or any other officer of the Association shall be liable for the acts, receipts, neglects, or defaults of any other member of the Council, officer or servant or for joining in any receipt or other act or for any loss or damage occasioned to the Association or to any other person by any error of judgement, or oversight on his part or for any loss or damage or misfortune whatever which may happen in the bona fide execution of the duties of his office or in relation thereto.
20. FOUNDATION AND CONSTITUTION OF THE ASSOCIATION
- The Association shall be founded, constituted and come into being upon and subject to all the terms and provisions of this Constitution on the execution by not less than six (6) persons (otherwise qualified to be members of the Association in terms of the relevant sub-paragraph 5 (2) of this Constitution) of the Act of Association annexed hereto.
- In the event of the Act of Association being signed by six (6) persons only, such six persons shall ipso facto constitute the first Council of the Association. In the event of the Act of Association being signed by more than six persons the signatories shall immediately elect six of their number to be the first Council of the Association and the Council so constituted or elected shall in every respect be possessed of all the powers and capacities and fulfil all the functions and discharge all the duties of the Council in terms of the Constitution save that the members of such Council shall only hold office until the first Annual General Meeting of the Association when a Council shall be elected in accordance with the provisions of this Constitution.
- The Council constituted or elected in terms of sub-paragraph 20 (2) shall forthwith from its numbers elect a President, a Secretary and a Treasurer.
- The first Annual General Meeting of the Association shall be convened by the Council pursuant to the provisions of this Constitution to be held not more than twelve months after the date of the foundation of the Association as herein provided.
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