Constitution of the United South African Neonatal Association (USANA)

  1. Name
    1. The voluntary association hereby constituted will be called United South African Neonatal Association. It will be a subgroup of the South African Paediatric association. (SAPA).
    2. It’s shortened name will be USANA (hereinafter referred to as the association)
    3. The association shall:
      • Exist in its own right, separately from its members.
      • Continue to exist even when its membership changes and there are different office bearers.
      • Be able to own property and other possessions.
      • Be a non-profit organisation.
      • Be able to sue and be sued in its own name.
  2. Objectives
    1. The association’s main objectives are:
      1. To actively promote and facilitate collaboration between neonatal services in South Africa.
      2. To promote the use of best-care practices that are evidence-based as far as possible.
      3. To establish communication between neonatal care givers in South Africa.
      4. To uphold the rights of neonates by advocating and promoting the delivery of effective and safe perinatal and neonatal services to newborn infants according to the African Charter on the rights and Welfare of the Child (1999) and the United Nations Convention on the Rights of the Child (1989).
      5. To broaden the knowledge base of all caregivers in the field of neonatal medicine.
    2. The organisation’s secondary objectives will be:
      1. To promote research, postgraduate study, undergraduate teaching in the field of neonatal medicine.
      2. To promote the development of neonatal care in health care institutions in South Africa.
      3. To promote the professional and legitimate interests of our members.
      4. To forge international links with neonatal associations and societies.
      5. To have a representation at National Government level for issues pertaining neonatal services in South Africa.
  3. Income and property
    1. The association will keep a record of everything it owns.
    2. The association may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for specific services rendered by a member or office bearer . The payment must be a reasonable amount for the services rendered.
    3. A member of the association can only get money back from the association for expenses that she or he has paid for or on behalf of the association.
    4. Members or office bearers of the association do not have rights over things that belong to the association.
  4. Membership
    If a person wants to become a member of the association, she or he will have to apply to the association’s executive committee. The executive committee has the right to say no.

    1. Full Members: The following groups may apply for full membership: All practitioners registered with the Health Professions Council of South Africa (HPCSA) as paediatricians. Other medical doctors registered with the Health Professions Council of South Africa (HPCSA) who provide adequate motivation based on their special interest or involvement in neonatal medicine
    2. Honorary Members: The Executive Committee may elect prominent scientists, qualified medical practitioners and other persons residing within or outside the Republic, whether they are Full Members of the Association or not, as Honorary Members if they have made valuable contributions to the advancement of neonatology or to the welfare and benefit of the Association. The rights, duties and powers of a Full Member are not affected by his election as an Honorary Member except that his obligation to pay the annual subscription shall lapse.
    3. Life Members: Persons who have been members of USANA for at least 5 years and/or have reached the age of 65 years shall automatically become life members and their obligation to pay a subscription shall lapse. The rights and powers of a full member are not affected by the award of life membership.
    4. Affiliate Members: Organisations, Groups or Individuals who do not necessarily qualify for another category of membership may apply for Affiliate Membership. Affiliate membership may be appropriate for other applicants involved with the health and well-being of South African newborns.
    5. Termination of Membership: Every member shall remain a member until membership is terminated either by resignation in writing addressed to the Honorary Secretary, by the decision of the Executive Committee of the association based on misconduct of the member or by failing to pay the annual subscription for two consecutive years.
  5. Management
    1. An executive committee will manage the association. The Executive Committee shall consist of
      1. President
      2. Vice-President
      3. Secretary
      4. Treasurer
      5. Regional representatives from all the major regions in South Africa, representing doctors in both the private and the public sector, if not already represented by the office bearers.
    2. The founding office-bearers were elected by secret ballot at the 2007 Round Table meeting and shall remain in office for 2 years. The founding regional representation defaults to heads of neonatal departments in South African Universities and to the Paediatric Management Group. These groups may request more than one representative and regions that feel under represented by their affiliated academic department may request representation. The executive will vote on the additional representation.
    3. The executive committee shall hold office for a term of two [2] years, but shall be eligible for re-election for up to four (4) terms if the members of the association agree and if the candidate is willing to extend his/her services. The secretary may call for postal nominations for the new executive committee. Notice of the election and a request for nomination will be dispatched at least 30 days before the biennial general meeting. Each nomination must be referred to the secretary signed by the proposer, the seconder and the proposed candidate. Members may vote by proxy.
    4. The executive committee will have online electronic discussions and voting about issues that arise and the secretary will keep record of these discussions and will circulate them as official minutes of these virtual meetings, once per quarter. Executive decisions require a response from more than half of the executive members (the executive quorum), and a greater than 50% majority of these voting members is required to make decisions that are allowed to be carried forward.
    5. The executive committee will also have live management meetings at least once per annum. Minutes will be taken at every meeting to record the executive committee’s decisions. The minutes of each meeting and the cumulative minutes of online discussions will be given to executive committee members before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the executive committee, and shall thereafter be signed by the president. If a member of the executive committee fails to respond to questions or discussions for 3 consecutive but separate issues or fails to disseminate information to the region without acceptable explanation, then the executive committee is empowered to appoint a new member to that position.
    6. Subgroups, subcommittees or branches: The Association will allow the formation of sub-groups, subcommittees or branches within the Society. Such sub-groups or Branches may be allowed powers of independent action in local matters provided that such action is not in conflict with the general policy. Action or decisions pertaining to national matters will need to be ratified by the executive committee. Reports of meetings and names of the officers of such sub-groups or Branches shall be submitted by the Honorary Secretary/Treasurer of the Branch to the Honorary Secretary/Treasurer of the Association. Each sub-group or branch shall have a minimum membership of three (3) full members.
  6. Powers of the association
    1. The executive committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 2 of this constitution. Its activities must abide by the law.
    2. The executive committee has the power and authority to raise funds or to invite and receive contributions from donors and from members of the association.
    3. The executive committee has the power to buy, hire or exchange for any property that it needs to achieve the objectives of the association.
    4. The executive committee has the right to make by-laws for proper management, including procedure for application, approval and termination of membership.
    5. Powers and functions of office bearers.
      1. President and Vice-president: The President shall coordinate the running of the association and the chairing of meetings. The Vice-president will assist the president and takes on these functions and powers by default in the absence of the President.
      2. Secretary: The secretary shall ensure that minutes of meetings and online discussions and are circulated to all members prior to meetings and will coordinate the management of postal nominations.
      3. Treasurer: The treasurer’s job is to control the day to day finances of the organisation. The treasurer shall arrange for all funds to be put into a bank account in the name of the organisation. The treasurer must also keep proper records of all the finances.
  7. Executive committee meetings and procedures
    1. The executive committee will hold at least one ordinary meeting each year, as described in 5.7
    2. The president, or two members of the committee, can call additional meetings, but they must let the other management committee members know the date and agenda of the proposed meeting not less than 21 days before it is due to take place.
    3. The president shall act as the chairperson of the executive committee. If the chairperson does not attend a meeting, then before the meeting starts, the members of the committee who are present will choose which one of them will chair that meeting.
    4. When necessary, the executive committee will vote on issues. The quorum and majority required is described in 5.6. If the votes are equal on an issue, then the chairperson has either a second or a deciding vote.
    5. Minutes of all meetings must always be on hand for members to consult.
  8. Biennial general meetings (BGMs) and Scientific Meetings
    1. The general meeting of the Association shall be held every second year. At the biennial general meeting, full members exercise their right to determine the policy of the association, by proposing resolutions and voting. Affiliate members may propose resolutions that require seconding by a member. Affiliate members may vote on issues but their votes will be counted separately and will not directly influence decisions.
    2. The organisation should deal with the following business, amongst others, at its BGM:
      1. Agree to the items to be discussed on the agenda.
      2. Write down who is there and who has sent apologies because they cannot attend.
      3. Read and confirm the previous meeting’s minutes with matters arising.
      4. President’s report.
      5. Treasurer’s report.
      6. Changes to the constitution that members may want to make.
      7. Elect new office bearers if required.
      8. General.
      9. Close the meeting.
    3. The honorary secretary shall ensure that minutes of the BGMs are taken and disseminated to all members.
    4. Additional general meetings may also be held at the request of the executive committee. The executive committee must vote on holding an additional meeting if requested to do so by at least 20% of the members of the association.
    5. The scientific meeting of the association shall be held biennially and shall include the general meeting of the association.
    6. Additional scientific meetings may be held when deemed appropriate by the executive committee.
  9. Finance and Subscriptions
    1. An accounting officer shall be appointed at the biennial general meeting. His or her duty is to audit and check on the finances of the association.
    2. The treasurer’s job is to control the day to day finances of the association. The treasurer shall arrange for all funds to be put into a bank account in the name of the association. The treasurer must also keep proper records of all the finances.
    3. Whenever funds are taken out of the bank account, the president and at least one other member of the association must sign the withdrawal or cheque.
    4. The financial year of the association ends on 31 March.
    5. The association’s accounting records and reports must be completed within six months after the financial year end.
    6. If the association has funds that can be invested, the funds may only be invested with registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984. Or the association can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985. The association can go to different banks to seek advice on the best way to look after its funds.
    7. An annual subscription of R200 per annum is payable by full members and R50 per annum is payable by affiliate members.
  10. Changes to the constitution
    1. The constitution can be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds of the members who are at the biennial general meeting or special general meeting. Members must vote at this meeting to change the constitution.
    2. At least a third of the members shall be present at a meeting (“the quorum”) before a decision to change the constitution is taken. Any annual general meeting may vote upon such a notion, if the details of the changes are set out in the notice referred to in 10.3
    3. A written notice must go out not less than fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes and the reasons for the changes.
    4. No amendments may be made which would have the effect of making the association cease to exist.
  11. Dissolution/Winding-up
    1. The association may close down if at least two-thirds of the members voting at a meeting convened for the purpose of considering such matter, are in favour of closing down.
    2. When the organisation closes down it has to pay off all its debts. After doing this, if there is property or money left over it should not be paid or given to members of the organisation. It should be given to another non-profit organisation that has similar objectives. The organisation’s general meeting can decide what organisation this should be.
  12. Adoption of the constitution
    This constitution was approved and accepted by members of the United South African Neonatal Association.
    At a special (general) meeting held on 31st May 2008