CONSTITUTION OF THE KZN SPECIALIST NETWORK
1. DEFINITIONS
1.1 In this constitution, unless inconsistent with or otherwise indicated by the context:
1.1.1 “The Network” means KZN Specialist Network
1.1.2 “KZNSN” shall be the Abbreviation
1.1.3 “the area” means the Province of Natal/KwaZulu cr-it successor;
1.1.4 “the Chairman” means the Chairman of the Network;
1.1.5 “the constitution” means this constitution;
1.1.6 “the Council” means the Health Professional Council of South Africa;
1.1.7 “EXCO” means the Executive Committee of the Network duly appointed as envisaged in Clause 13 below;
1.1.8 “MANCO” means the Management Committee of the Network duly appointed as envisaged in Clause 13 below;
1.1.9 “member” means a member of KZNSN
1.1.10 “the rules” means any rules attached to this constitution or issued in terms of this Constitution;
1.1.11 Specialist means a person registered with the Council as a Specialist
1.2 In this Constitution, any reference to the singular shall where appropriate include the plural and vice versa
1.3 In this Constitution, any reference to gender shall include the other gender.
2. NAME
The name of the network shall be the KZN Specialist Network.
3. OBJECTIVES
3.1 The first object of the Network shall be to protect and promote the professional interests of the Specialists in private practice in the area;
3.2 The second object of the Network shall be to facilitate the provision of ethical, quality and cost-effective treatment of the patients in the area.
3.3 The third object of the Network shall be to negotiate collectively rather than individually in the interests of the members and patients of the area.
4. PERSONALITY
The network will function as a voluntary network of Specialists.
5. MEMBERSHIP
5.1 Membership will be open to all Specialists, who practice in the area.
5.2 Any Specialist desiring to join the Network shall apply to the Executive Committee.
5.3 An application for membership will be considered and decided upon by the EXCO who will have absolute discretion as to whether a Specialist may be admitted to membership of the Network.
5.4 On an application for membership being accepted the applicant will immediately:
5.4.1 Become entitled to the benefits and privileges of the Network;
5.4.2 Become liable for the payment of the appropriate fees within 30 days;
5.4.3 Be bound by the Constitution and by the Rules.
5.5 The membership of any member may be terminated by the EXCO if his/her behaviour is not consistent with the objects of the Network.
5.6 The organization will allow special membership to “FRIENDS OF THE NETWORK”
5.6.1 This will be allowed to registered medical professional and allied disciplines who interact with specialists in KZN.
5.6.2 These members will have no voting rights in meetings of the network
5.6.3 They will be entitled to attend meetings of the organization and obtain accreditation for such attendance
5.6.4 They will be allowed the same privileges as general members with regard to social functions
5.6.5 Their membership fee will be 75% of general members’ fees
5.6.6 Termination of membership rules is the same as for general members.
6. TERMINATION OF MEMBERSHIP
The membership of any member shall be terminated:
6.1 Upon the resignation of the member from the Network;
6.2 Upon a member ceasing to qualify for membership;
6.3 As in 5.5 above.
6.4 The fees due by a member is not paid within 30 days of the due date.
7. SUBSCRIPTIONS
7.1 The subscriptions fee, or any other fees, payable by each member shall be decided on by the EXCO, but must be approved by a General Meeting of Members;
7.2 Any member whose membership has, for any reason whatever, been terminated shall not be entitled to recover any fees paid by him/her.
7.3 Any member that passed the age of 70 years shall be accepted as a non-paying member of the network however will have no voting rights.
7.4 All members who have been honoured at the annual general meeting shall be exempt from paying the membership fee however will have no voting rights.
8. GENERAL MEETING INCLUDING AGM
8.1 An Annual General Meeting of members will be held in May of each year.
8.2 A Special General Meeting of members will be held on the request of the Executive Committee and/or at the written request of at least 25% of the members, who will set out the purpose of the meeting and give notice thereof to the Chairman of the EXCO.
8.3 An Annual General Meeting shall be convened by the Secretary who will give notice thereof in writing to all members, such notice to be given 21 days before the date of the meeting and which notice shall contain the agenda for the meeting. The proceedings of any meeting shall not be invalidated by any member not receiving the notice or as a result of accidental omission to give notice of a meeting to a member
8.4 A quorum shall be 50%+1 of the members in person or by proxy. If a quorum is not obtained, the meeting shall stand adjourned to the same time on the 25th business day after the date of the adjourned meeting. The members present shall constitute a quorum.
8.5 The annual general meeting will elect nine members for the EXCO. All nominations for the Management Committee must reach the Secretary 5 working days prior to the meeting.
8.6 The Chairman of the Management Committee shall act as the Chairman of a General Meeting. In his absence, another member of the Management Committee shall act as Chairman.
8.7. The Chairman will prescribe the procedure to be adopted by any General Meeting, save that:
8.7.1 All matters will be decided by a show of hands,
8.7.2 A member shall have the right to vote by proxy, which proxy will be in writing and signed;
8.7.3 In the case of an equal division the Chairman will have the casting vote.
8.8 The annual financial statements of the network will need to be audited.
8.9 Notification and relating documentation of all meetings including the Annual General Meeting may be sent by electronic media via the office of the secretary. Hard copies of all documents would be available to all members from the office of the secretary upon request.
9. POWERS OF THE NETWORK
The powers of the society will be exercised through the Executive Committee
9.1 To enter into negotiations in regard to terms and conditions on which Specialist services will be provided to persons in the area by the members
9.2 to appoint subcommittees to carry out peer review and other functions in respect of services provided by any member;
9.3 to liaise and co-operate with other associations of medical practitioners, and with any other person or body for the promotion of the objects of the Network
9.4 To open and operate any banking or savings account with any financial institution.
9.5 To expand monies of the Network in achievement of its objects.
9.6 To issue rules dealing with:
9.6.1 Cost containment measures to be followed by Members;
9.6.2 Peer review functions;
9.6.3 Code of ethics to be followed;
9.6.4 Other related matters.
9.7. To take all steps that may be required for the achievement of the objects of the Network.
10. RULES
The Executive Committee may recommend amendments to the constitution which must be approved at a general meeting of members.
11. DISCIPLINARY ACTION
11.1 The Executive Committee may terminate a member’s membership of the Network;
11.2 The Executive Committee may set out guidelines to be followed by a member in the course of his practice.
11.3 The Executive Committee may take disciplinary action against a Member in respect of:
11.3.1 Any failure by a Member to comply with the provisions of the Constitution or Rules;
11.3.2 Any breach of the provisions of any contract negotiated by the Network which is binding on the Members;
11.3.3 Any activity which may be prejudicial to the interests of the Network.
11.4 Prior to taking disciplinary action, the Executive Committee will:
11.4.1 Give the members 21 days written notice of the fact that a disciplinary enquiry is to be held setting out the details of the complaint;
I 11.4.2 Instruct the peer review committee to hear details of the complaint and such representation as the Member may wish to make.
11.5 In the event of a Member having received notice of an enquiry, failing to attend such a disciplinary enquiry, it will be deemed that the Member has waived his right to appear at that enquiry.
11.5.1 A disciplinary enquiry may be held after any complaint by a Member, or upon a request by anyone with whom the Network has negotiated an agreement. The Executive Committee may initiate disciplinary inquiry without receiving any complaint or request where circumstances, at the discretion of the Executive Committee, warrant such action.
11.5.2 After a disciplinary enquiry, has been held, the Executive Committee will inform the Member of the decision forthwith.
11.5.3 Any Member who feels aggrieved by the action taken by Executive Committee may file a request in writing, within 21 days of receiving notification of the action, that the action taken by the Executive Committee be reviewed by a General Meeting.
11.5.4 All disciplinary enquiries in terms of this clause will take place in private, be confidential and shall only be attended by the members of the committee, the member being disciplined, and any person called by the member or by the committee to place information before the committee that may be relevant to the matter. No legal representation will be allowed.
11.6 The maximum disciplinary action available to Executive Committee is termination of membership and at its discretion, inform members of such termination.
12. MINUTES
Minutes of the meetings of the Executive Committee and of all General Meetings will be kept and will be available for the scrutiny of any Member.
13. EXECUTIVE COMMITTEE
13.1 The Executive Committee will be elected at each Annual General Meeting.
13.2 At the first meeting of the Executive Committee, which will take place within one month of the AGM, the EXCO will elect a Chairman, a Vice-Chairman, a Secretary and a Treasurer by simple majority. In addition, a Management Committee (MANCO) will be appointed to oversee the day-to-day running and activities.
13.3 Only paid up members of the network may be elected to serve as members of the EXCO.
13.4 All elected EXCO members shall hold the term of office for 2 years before having to step-down and offer themselves for re-election.
13.5 All MANCO positions shall be held for a period of 3 years.
13.6 In the event of any Executive Committee member not being able to continue with his duties for whatever reason, the Executive Committee will be entitled to nominate another member to fill his place for the balance of the term of the committee.
13.7 The Executive Committee can co-opt members to assist with special matters of the Network, but these members do not form part of the EXCO.
13.8 Remuneration of the Executive Committee will be determined by the Annual General Meeting.
14. FUNCTIONS OF THE MANAGEMENT COMMITTEE
14.1 The Management Committee will have the power to:
14.1.1 Carry out Disciplinary action as envisaged;
14.1.2 To take actions as required to deal with the day to day operations of the Network.
14.1.3 To formulate rules for the consideration by the Members in General Meeting;
14.1.4 To take all steps to promote the objects of the Network and in particular to enter into negotiations relating to the terms and conditions under which Members will provide services.
14.1.5 To appoint sub committees to investigate and to report to the Executive Committee on any matters affecting the Network or its Members.
14.1.6 To decide on fees to be paid by Members subject to confirmation by a General Meeting.
14.2 The Treasurer shall ensure that full and proper records are kept of the income and expenditure of the Network financial statements will be submitted annually to the Annual General Meeting for approval by the Members. A formal Audit will not be necessary. The financial year-end of the Network shall be the last day of February.
14.3 To enter into negotiations and agreements with other associations, societies or other relevant organisations in order to promote the interests of the Network.
15. REMOVAL OF A MEMBER FROM THE EXECUTIVE COMMITTEE
The appointment of a member of the Executive Committee shall terminate if:
15.1 He/She resigns;
15.2 He/She ceases to qualify as member of the Network;
15.3 70% of the members at a General Meeting call for his/her resignation.
15.4 He/She is absent for 3 consecutive EXCO meetings without reasonable cause.
16. MEETINGS OF THE EXECUTIVE COMMITTEE
16.1 The Executive Committee shall meet at least four times a year.
16.2 A quorum will be five of its members;
16.3 Each EXCO member shall have one vote and in the event of an even split, the Chairman will have a casting vote.
17. AMENDMENT OF THE CONSTITUTION
This constitution may be amended at any General Meeting of Members if the amendment is agreed to by more than 66% of the persons present in person or by proxy. Such amendment may only be passed at a meeting where notice of the proposed amendment is given 21 days before the meeting which notice shall set out the amendment proposed, the reasons for the proposed amendment and the effect of the amendment.
18. DISSOLUTION
18.1 The Network will be dissolved only on a resolution passed by 66% of the Members present in person, or by proxy, at a General Meeting.
18.2 On dissolution, any monies to the credit of the Network will be disposed of as decided by the majority of the members at the General Meeting.
19. TAX STATUS AND SPECIAL CONDITIONS
To the extent that the Network is approved by SARS in terms of section 30B of the Income Tax Act (Act 58 of 1962) as amended, the following special conditions will apply at all times:
19.1 The Network will have a management committee consisting of at least three persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of the entity, for tax purposes.
19.2 No single person will directly or indirectly control the decision-making powers relating to the Network.
19.3 The Network will not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives.
19.4 The Network will utilise substantially the whole of its funds for the sole or principal object for which it has been established.
19.5 No member will directly or indirectly have any personal or private interest in the Network.
19.6 Substantially the whole of the Network’s activities will be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group.
19.7 The Network will not have a share or other interest in any business, profession or occupation which is carried on by its members.
19.8 The Network will not pay to any employee, office bearer, member or other person any remuneration, as defined in the Fourth Schedule to the Income Tax Act (Act 58 of 1962) as amended, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.
19.9 Substantially the whole of the Network’s funding will be derived from its annual or other long-term members or from an appropriation by the government of the Republic in the national, provincial or local sphere. In the absence of any formal or official interpretation issued by SARS in respect of the meaning of “funding”, the Management Committee will confirm its interpretation and application of this condition with SARS to ensure compliance with section 30B.
19.10 On its dissolution the Network will transfer its assets and reserves to: –
19.10.1 Another entity approved by the Commissioner for SARS in terms of section 30B of the Income Tax Act;
19.10.2 A public benefit organisation approved in terms of section 30 of the Income Tax Act (Act 58 of 1962) as amended;
19.10.3 An institution, board or body which is exempt from tax under section 10(1)(cA)(i) of the Income Tax Act (Act 58 of 1962) as amended; or
19.10.4 The government of the Republic of South Africa in the national, provincial or local sphere;
19.11 The Management Committee will submit any amendment of the Constitution to the Commissioner for SARS within 30 days of its amendment.
19.12 The Network will comply with such reporting requirements as may be determined by the Commissioner for SARS from time to time.
19.13 The Management Committee of The Network will ensure that it is not knowingly and will not knowingly become a party to, and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA of Chapter III of the Income Tax Act (Act 58 of 1962) as amended, or a transaction, operation or scheme contemplated in section 103(5) of the Income Tax Act (Act 58 of 1962) as amended.
19.14 The Management Committee will ensure that the special conditions as contained in this clause, are updated as and when section 30B (2) of the Income Tax Act, is amended.