1. Name, Aims and Purpose of The South African Headache Society
1.1 The Group shall be called The South African Headache Society (SAHead)
1.2 The Aims of SAHead shall be:
1.2.1 To promote the knowledge and understanding of Headache Disorders and all aspects of related care, including, but not limited to, investigation and treatment.
1.2.2 To encourage the appropriate practice of Headache Medicine and Care in clinical management, to support Headache research and education, and to improve the status of Headache Medicine and Awareness in South Africa through liaison with organisations having common interests, nationally and internationally. To promote and Guide the Practice of Evidence based Headache management and encourage the avoidance and non-reliance on modalities and treatments that lack evidence.
2. Legal Status
2.1 The Group is a body corporate with its own legal identity which is separate from its individual members. The Group shall continue to exist even if the members change. The Group may own property, enter into contracts, and sue or be sued in its own name.
2.2 The members and office bearers are not liable for any obligation or liabilities of the Group solely by their status as members and office bearers of the Group.
2.3 The members and office bearers of the Group are not personally liable for any loss suffered by any person as a result of an act or omission of a member or office bearer which act, or omission occurs in good faith while that member or office bearer is performing functions for or on behalf of the Group.
3. Powers of Executive Committee/Board of Directors (EXCO/BOD)
3.1 The Board of Directors elected by the Group (also known as the Executive Committee (Exco)) may take on the power and authority which it believes are necessary to achieve the aims as stated under section 1.2 of this constitution.
3.2 The activities of the Executive Committee must abide by the law.
3.3 The Executive Committee shall have the power and authority to invite and receive financial contributions.
3.4 The Executive Committee shall have the power to buy, hire or exchange any property or equipment that it considers necessary to achieve the aims as stated under section 1.2 of this constitution.
3.5 The Executive Committee has the right to make bylaws for proper management of the Group’s affairs.
4. Members of the Group
4.1 Any person registered with the Health Practitioners Council of South Africa (HPCSA) in South Africa shall be eligible to apply for membership. Any Person who is a member of a Headache society, which is affiliated to the International Headache Society, may apply for membership if ratified by the Executive committee. The members must be able to show if requested evidence of good standing with the HPCSA or similar body if International.
4.2 Honorary membership may be conferred to an individual if ratified by the Executive Committee.
4.3 If members are found by the Executive Committee to be involved in a medical practice or other activity against the aims and objectives in 1.2 or that harm the society or the name of the society then the Executive committee may have the right to terminate their membership provided that the member has been given an opportunity to make written and/or verbal representations at a meeting of the Executive Committee pertaining to the proposed termination. The final decision will be by a 2/3 (two thirds) majority vote of the executive committee.
5. Election of Office Bearers
5.1 The Executive Committee of the Group shall consist of Nine paid up members of the Group, who will be elected by paid up members of the Group, which election will take place at an Annual General Meeting of the Group every three (3) years.
5.2 The nine elected members should include no less than four neurologists who are paid NASA members. The sitting president of The Neurological Association of South Africa (NASA) or failing them, a NASA EXCO member assigned by them, shall be automatically a member of the SAHead EXCO and shall be replaced by the succeeding president of NASA when a new NASA president is elected.
5.3 The Executive Committee so elected shall, in turn, nominate and elect from amongst its members, office bearers including a President, Vice president, Secretary and Treasurer.
5.4 The Executive Committee may appoint an external Secretary, who may not be an elected member of the Executive Committee. Where the Secretary is not an elected member of the Executive Committee, such a secretary would have no executive powers but would be responsible for administrative and organisational tasks only, including but not necessarily confined to minute taking, record keeping, and filing, etcetera.
5.5 Remuneration of a non-elected secretary shall be at the discretion of the Executive Committee.
5.6 Each Executive Committee member shall serve a term of three years.
5.7 A ll Members of the Executive Committee shall be eligible for re-election but may serve a maximum of only three consecutive terms.
5.8 The President shall be eligible for re-election as president but may serve a maximum of only two consecutive terms. Under exceptional circumstances, the president’s term may be extended where a two thirds majority of paid-up members of the Group vote in favour of such an extension at an Annual General Meeting of the Group.
6. Duties of the Executive Committee
6.1 The business of the Group shall be conducted by the Executive Committee.
6.2 The Executive Committee shall consist of the office bearers of the Group and any members of the Group who may be co-opted by the Executive Committee.
6.3 The President or failing them the Vice president or Secretary or Treasurer or another elected Executive Committee member, shall chair all meetings of the Executive Committee.
6.4 An Executive Committee meeting may only precede if a quorum of committee members is present.
6.5 A quorum shall consist of five elected members of the Executive Committee.
6.6 The Executive Committee shall hold a meeting every 6 months. This meeting may be face-to-face or through electronic means.
6.7 Proper minutes and attendance records must be kept of all Executive Committee meetings. The President, or failing them, an elected Executive Committee member, shall sign and accept or note the minutes of any Executive Committee at the following Executive Committee meeting.
6.8 If an Executive Committee member fails to attend three consecutive meetings of the committee without providing acceptable explanations, the said member shall no longer be part of the Executive Committee.
6.9 If an Executive Committee leaves or is no longer available for any reason, a replacement member may be appointed by a majority decision of the remaining elected Executive Committee members.
6.10 It shall be the duty of an Executive Committee member to report any conflict of interest that member may have with regard to any matter under consideration by the Executive Committee.
6.11 The Executive Committee shall call an Annual General Meeting and inform members of the Group timeously (three months).
6.12 Any Annual General Meeting shall be held within eighteen months of the previous Annual General Meeting.
6.13 The Executive Committee shall have the authority to co-opt paid up members of the Group to assist with the duties and day-to-day running, or to assist with any other responsibilities of the Executive Committee.
6.14 Co-opted members shall be nominated by a member of the Executive Committee and appointed if a simple majority of Executive Committee members are in favour of such an appointment.
6.15 The Executive Committee shall make bylaws as required for the successful pursuit of the aims of the group.
6.16 Co-opted members may be appointed on an ad hoc basis or for a term of up to a maximum of three years.
6.17 The term of any co-opted member shall not exceed the term of office of the serving Executive Committee, which appointed them. However, such Co-opted members shall be eligible for re-appointment at the discretion of any incoming Executive Committee.
6.18 Co-opted members will have no voting rights with respect of the decisions made by the Executive Committee.
6.19 Proper minutes and attendance records must be kept of all Annual General Meetings. The President, or failing them, the Vice-President or Treasurer, shall sign and accept or not accept the minutes of any Annual General Meeting at the following Annual General Meeting.
7. Duties of the Officer Bearers of the Group
7.1 The President shall direct the business of the Group and shall represent the Group in contact with other societies, as well as promote the objectives of the Group.
7.2 When the President is unavailable, his/her tasks will be performed by another elected member of the Executive Committee as appointed by that committee.
7.3 The Treasurer shall be responsible for the financial affairs of the Group and shall arrange the financial aspects of all meetings of the Group. The Treasurer shall present a financial report to the Annual General Meeting.
7.4 Where a secretary is appointed, he/she shall be responsible for holding the membership list. The Secretary shall also be responsible for the minutes of the meetings of the Executive committee as well as the minutes of the Annual General Meeting.
7.5 Decisions of the Executive Committee will normally be decided by simple majority of its elected members.
7.6 In the case of an equity of voting the President shall have a second casting vote and/or deciding vote.
8. Finances of SAHead
8.1 The Executive Committee shall determine an annual subscription to be paid by members.
8.2 Annual subscriptions shall be collected by the Executive Committee or by appropriate agents instructed by the Executive Committee.
8.3 Initially and until decided otherwise by majority vote of the Executive committee and members at a SGM, the funds of the society will be fenced off within the bank account of the Neurological Association of South Africa (NASA) only to be used by the society and not for any use by NASA.
8.4 All withdrawals from banking accounts shall require two signatures of either the President or Vice-President and the Treasurer of the Executive Committee members appointed for this purpose.
8.5 Where a member of the Executive Committee has a real or perceived personal interest or gain in any payment made, such a member must recuse themselves from any decision-making of the Executive Committee related to that payment.
8.6 All members of the Executive Committee must be made aware of substantial Payments above R 3000.00 made before such payments are affected. Where for any legitimate reason this is not possible, members must be informed of such payments within 24 -hours of these having been made.
8.7 Financial statements of the finances of the SAHead relating to the preceding financial year shall be presented for approval at each Annual General Meeting and mentioned briefly at the NASA AGM by the Treasurer.
8.8 The financial year for the group shall run from the 1st of March to the end of February.
8.9 The Group’s income and property are not distributable to its members or office bearers except as reasonable compensation for services rendered.
8.10 Group members and office bearers have no rights to the property and other asserts of the Group solely by virtue of their being members or office bearers.
8.11 Until otherwise decided by the Executive committee of SAHead and the EXCO of NASA the membership fees for members of NASA will be paid from the NASA Contribution to the Society and not from individual NASA members.
9. Annual General Meetings
9.1 The members in a properly convened General Meeting of the Group is the highest decision-making structure of the Group.
9.2 Annual General Meetings shall be chaired by the President, or failing them, the Vice-President or Treasurer of another elected member of the Executive Committee.
9.3 Annual General Meetings shall, where possible, coincide with the annual academic meeting or similar meetings of SAHEAD or NASA.
9.4 Voting at the Annual General Meeting will be by sealed ballot / electronic means.
9.5 In the case where minor decisions have to be decided by vote, this may be done by a show of hands, provided that this is consented to by the majority of the members of the Group present.
9.6 A quorum for a general meeting shall be no less than 30 % of paid-up members of the Group.
9.7 Provision shall be made for voting by proxy. An approved form shall be completed in order for the proxy vote to be valid.
10. Special General Meetings
10.1 A Special General Meeting may be called by the Executive Committee or by no less than 20% of the paid-up members of the Group.
10.2 An agenda and the reasons for any Special General Meeting must be provided to all members of the Group.
10.3 At least 14 working days’ notice must be provided for such a Special General Meeting.
10.4 Provision shall be made for voting by proxy at any Special General Meeting. An approved form shall be completed in order for the proxy vote to be valid
11. Initial Founding Board of Directors (Executive Committee) and Co-opted
The initial Founding Board of Directors will consist of Neurologists only and the number will be greater than the number of elected members in section 5. This Board will serve up until the first election of a board and for no longer than a period of 3-years.
12. Relations with Other Societies
12.1 The SAHead will seek affiliation with other societies or working groups with which they share interests.
12.2 The SAHead aims at inception to be under the auspices and allied and affiliated to the Neurological Association of South Africa and aims to be a recognised member society of the International Headache Society.
13. Termination of Membership of the Executive Committee
13.1 Membership of the Executive Committee terminates if a member is removed by a majority resolution of the Executive Committee, provided that the member has been given an opportunity to make written and/or verbal representations at a meeting of the Executive Committee pertaining to the proposed termination.
13.2 The Executive Committee’s decision to terminate membership must be confirmed by resolution of two-thirds of the members of the Group present at a General Meeting otherwise, it will lapse.
14. Termination of Ordinary Membership
14.1 Membership terminates if a member is removed by a resolution of the Executive Committee, provided that the member has been given an opportunity to make written or verbal representations at a meeting of the Executive Committee pertaining to the proposed termination.
14.2 The Executive Committee’s decision to terminate membership must be confirmed by resolution of two-thirds of the members present at a General Meeting otherwise it will lapse.
15. Amendment of the Constitution
15.1 Alterations and amendments to the constitution may only be made at the Annual General Meeting or at a Special General Meeting called for this purpose. This does not include the initial acceptance of the constitution which will be done by majority of the first founding Board of directors (Executive committee).
15.2 The Constitution shall only be altered by a two-third majority of paid-up members of the Group present at such a General Meeting and including any postal ballot and proxy, provided that the votes in favour of such a change in the constitution constitute at least 50% of the total paid up membership of the Group. This does not include the initial acceptance of the constitution at the first meeting.
16. POPIA – Protection of Personal Information Act
SAHEAD will be compliant as necessary by law with the protection of personal and private information of members as per the ACT.
17. Dissolvement or Termination of Society
Should the Society dissolve or be terminated at any stage, then any proceeds or funds held in the name of SAHEAD will be distributed to a South African organisation with a similar interest in promoting excellence in headache or pain management as so agreed upon by the final executive committee.