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Constitution



CONSTITUTION

OF   THE

CRITICAL CARE SOCIETY

OF

SOUTHERN AFRICA

 

AMENDED JULY 2005

 

TABLE OF CONTENTS:

 

SECTION 01 –          Name

SECTION 02 –          Objectives

SECTION 03 –          Legal Personality

SECTION 04 –          Membership

SECTION 05 –          Council

SECTION 06 –          Meetings of the Society

SECTION 07 –          Local Branches

SECTION 08 –          Finance

SECTION 09 –          Amendments to the Constitution

SECTION 10 –          Language      

SECTION 11 –          Dissolution

SECTION 12 –          Bylaws of the Society

 

SECTION 01: NAME

 

The official name of the society shall be THE CRITICAL CARE SOCIETY OF SOUTHERN AFRICA (hereinafter referred to as the Society and abbreviated to CCS).

 

SECTION 02: OBJECTIVES

 

The objectives, goals and obligations of the Society are:

2.1  To represent the interests of health care personnel in Southern Africa, involved in critical care and intensive care medicine.

2.2 To develop and empower health care workers in the field of  intensive and critical care medicine.

2.3  To promote the standard of care of the critically ill.

2.4  To promote education in the care of the critically ill.

2.5  To promote research in critical care.

2.6  To set standards of training and expertise for critical care practitioners in Southern Africa.

2.7 To develop the discipline of intensive and critical care medicine in Southern Africa.

2.8 To develop and implement educational programmes in intensive and critical are medicine.

2.9  To set guidelines on good clinical practice for all critical care medical, nursing and allied medical practitioners.

2.10  To set ethical guidelines for the practice of care for the critically ill in Southern Africa.

2.11 To set guidelines for the appropriate allocation of critical care resources.

2.12 To represent professionally critical care practitioners to other professional health care boards and institutions, such as the Health Professions Council of South Africa (HPCSA), the South African Nursing Council (SANC), the Colleges of Medicine of South Africa (CMSA), the various universities and medical, nursing and allied medical associations in Southern Africa.

2.13 To provide support and advice to standards generating and implementing bodies in Southern Africa, such as the HPCSA and SANC.

2.14  To set annual examinations in critical care medicine, for medical and allied practitioners, for registration in critical care, as required by other professional bodies, such as the HPCSA and the CMSA.

2.15 To produce a scientific journal of critical care for Southern Africa.

2.16 To keep the membership of the Society informed as to its activities and representations on their behalf.

2.17 To maintain an audit as to the status of critical care resources in Southern Africa, including availability of critical care personnel, hospital units, facilities, equipment and training opportunities.

 

SECTION 03: LEGAL PERSONALITY

 

The Society shall be vested with legal personality. It may sue or be sued in its own name, may acquire or dispose of property and may enter into contracts. It may in general perform all that is necessary to promote the objectives and interests of the Society and its membership.

 

SECTION 04: MEMBERSHIP

 

Any person involved in any aspect of critical or intensive care medicine, may apply for membership of the Society. This includes persons involved in patient care, teaching and research in the context of critical care.

Candidates for membership must complete a written application, duly nominated and seconded by two full members of the Society. These applications require ratified by the Council of the Society.

 

4.1 FULL MEMBERS:

Any person involved in any aspect of critical care medicine may become a full member of the Society.

Full members pay membership fees, have voting rights and may stand for office.

 

4.2 AFFILIATE MEMBERS:

Any person not directly involved in academic or clinical aspects of critical care medicine, may become an affiliate member of the Society. Affiliate members pay a reduced membership fee, but do not have voting rights and may not stand for office.

 

4.3 HONORARY LIFE MEMBERS:

This is an honorary membership awarded to any person deemed by the Council to have served the interests of the Society in an outstanding manner, or whose membership will enhance the Society. Such membership requires ratification at a general meeting of the Society. Honorary life members pay no membership fees.

 

4.4 Membership of the Society will be terminated by the Council if:

  • A member tenders their resignation in writing.
  • A member ceases to be eligible for membership.
  • A member fails to pay their membership fees for 3 years.
  • A member is considered by the Council, after appropriate consideration and due process, to be guilty of misconduct or bringing the Society into disrepute.

Any member, who has not paid their membership fees, shall forfeit their voting rights until such outstanding fees are paid.

 

SECTION 05: COUNCIL

 

5.1 The control over the affairs of the Society shall be vested in the Council of the Society.

 

5.2 The duties of the Council shall be:

5.2.1 Oversee the proper functioning of the Society.

5.2.2 Ensure the proper administration of the Society.

5.2.3 Administer the academic and scientific duties of the Society.

5.2.4 Supervise the organisation of annual congresses and refresher courses.

5.2.4 Carry out the instructions of the general meetings of the Society.

5.2.5 Submit annual reports on its activities to the Annual General Meeting of the Society.

5.2.6 Keep the membership informed as to then activities of the Society, by the regular publishing of a newsletter.

5.2.7 Produce a scientific journal, The Southern African Journal of Critical Care, which is to be published at least twice per annum.

5.2.8 Administer the fiscal affairs of the Society and to appoint auditors for the Society.

5.2.9 Advance Critical Care as a specialised area of health care practice in its own right.

5.2.10 To assist local branches of the Society in their proper functioning and administration.

 

5.3 Constitution of the Council of the Critical Care  Society of Southern Africa:

5.3.1 The Council shall consist of an Executive of 5 Members, 6 Regional Representatives, 1 Private Practice Representative, 2 Nursing Representatives, 1 Allied Medical Representatives and up to 4 additional members to fill specific portfolios or for specific projects of the Society. In addition, the President of the Society may at his/her discretion co-opt up to 2 further members, should he/she feel that any aspect or area of representation be inadequate. Furthermore, any member of the Society who is elected as a regional representative onto any World Federation or Association of Critical Care, will ex-officio become a member of the Council.

 

5.3.2 The Executive, Regional Representatives, Nursing and Allied Medical Representatives and Private Practice Representative, will be elected at an Annual General Meeting (AGM) of the Society.

 

5.3.3 The Immediate Past-President shall ex-officio be a member of the Council to ensure continuity.

 

5.3.4 All Office Bearers shall serve a 2 year term of office. Such membership should be structured such that only approximately half of the members will retire each year, for the sake of continuity.

 

5.3.5 All members of the Council may be elected or appointed to more than one position or portfolio on the Council.

 

5.3.6 Any retiring member of Council may be nominated again and re-elected.

 

5.3.7 All Representatives elected to represent a specific constituency within the Society, may only be nominated, seconded and voted for by persons from the said constituency. This includes the Regional, Nursing, Allied Medical and Private Practice Representatives.

 

5.3.8 All nominations to the Council must be submitted to the Secretary fifty (50) days prior to the AGM. The nomination form must be signed by the candidate accepting nomination and be proposed and seconded by two full members of the Society.

 

5.3.8 Election of all vacant Council positions shall take place at the Annual General Meeting (AGM). Should no nomination for a vacant position on the Council have been lodged prior to the AGM, as required, nominations may then be accepted for such vacancies at the AGM.

 

5.4 Executive of the Council:

 

5.4.1 The Executive of the Council shall consist of a President, a Vice-President, the Immediate Past-President, a Secretary and a Treasurer.

 

5.4.2 The President shall represent the Society in all external activities, shall preside over all meetings of the Council and general meetings of the Society; shall carry out the tasks entrusted by the Society and shall have a casting vote in any tied vote of the Council or Society.

 

5.4.3 The Vice-President shall deputise for the President when required.

 

5.4.4 The Secretary of the Society shall be responsible for all daily administrative and correspondence functions within the Society;  the compiling of agendas for all meetings of the Society and Council; the recording and archiving of all minutes of meetings and correspondence of the Society and Council and control of the membership records of the Society.

 

5.4.5 The Treasurer of the Society shall conduct allfinancial matters of the Society and Council; shall compile an annual financial report and balance sheet for the AGM of the Society and shall ensure that the Society fulfils all its legal financial obligations, with reference to taxation liabilities and audit.

 

5.5 Elected Portfolios on the Council:

5.5.1 The Private Practice Representative shall be responsible for all activities of the Society particular to private health care practice in Southern Africa and shall represent the interests and opinions of these persons on Council.

5.5.2 There shall be six regional representatives on the Council, to adequately ensure representation from all regions within Southern Africa. These regions shall be as defined in the Bylaws Section of this Constitution.

5.5.3 There shall be two representatives on Council to represent the interests and opinions of nursing practitioners. There shall be one representative elected to the Council to represent other allied medical practitioner members of the Society, not otherwise represented on Council. This representative may be from physiotherapy, occupational therapy, dietetics, technical, laboratory or any other allied medical division from within the membership of the Society.

.

5.6 Appointed Portfolios on the Council:

5.6.1 The President may appoint additional members to the Council who fill portfolios deemed vital to the routine functioning of the Council. Ideally such portfolios should be allocated to elected members of the Council. However, where such portfolio holders have not otherwise been elected to Council, these persons may be co-opted. These portfolios include:

5.6.1.1 The editor of the official journal of the Society, The Southern African Journal of Critical Care (SAJCC).

5.6.1.2 The editor of the official newsletter of the Society, Monitoring Critical Care in Southern Africa.

5.6.1.3 The Course Co-ordinator of the Fundamental Critical Care Support Course (FCCS) in Southern Africa.

5.6.1.4 Any Co-ordinators of major projects of the Society, including the Co-ordinators of the Travelling Fellowship & Outreach Programme and the National ICU Audit.

5.6.1.5 Any Chairpersons of a major Subcommittees of the Council, including the Education and Examinations Subcommittee Chairpersons.

 

5.6.2 Any member of the Society elected to the World Federation of Intensive and Critical Care Medicine or any of its international affiliate World Bodies, Boards or Executives, shall ex-officio be a member of the Council.

5.6.3 The President of the Society may co-opt up to two (2) further members onto Council, should he/she believe that any constituency of the membership is not adequately represented; that any additional individual is essential to the functioning of the Society; or if a specific project of the Society requires the skills of a specific individual.

 

5.7 The President of the Society may, with the consent of Council, co-opt persons to fill any vacancies arising on the Council, until such positions are filled by elections at the following AGM.

 

5.8 Council members are elected in an honorary capacity and as such shall not receive any remuneration for their services, with the exception of re-imbursement from the Society for travel and related expenses to attend Council meetings and official Society commitments.

5.9 Meetings of the Council:

5.9.1 The Council shall meet at least four (4) times per annum.

5.9.2 Notice of all Council meetings shall be posted at least one (1) month in advance, by the Secretary of the Society, detailing the place, date, time and agenda of the meeting.

5.9.3 A quorum for Council meetings shall be eight (8) members.

5.9.4 Council decisions shall be decided by a simple majority vote of the members present.

 

SECTION 06: MEETINGS OF THE SOCIETY

 

6.1 The Annual General Meeting (AGM) of the Society shall take place once per year, usually during the annual congress.

6.2 A special general meeting of the Society may be called at any time by the President, the Council or by the written request of ten (10) percent of the membership of the Society.

6.3 Notice of any general meeting of the Society shall be posted by the Secretary at least sixty (60) days before the meeting; detailing the place, date, time and agenda of the meeting.


6.4 A quorum for a general meeting of the Society shall be ten (10) percent of the full members of the Society, including all proxy forms received at the start of the meeting by the Secretary, as at the 31 December the previous calendar year.

6.5 Should a quorum not be present, the meeting shall be dissolved and reconvened fifteen (15) minutes later, after attempting to achieve the prescribed quorum. Should the quorum still not be attained, the meeting may proceed with routine business without a quorum, however no constitutional amendments may then be adopted.

6.6 Voting at a general meeting may be by a show of hands, straw poll or secret ballot. The election of office bearers shall be by secret ballot. Proxy votes and postal votes shall be counted, provided these can be authenticated. Decisions at a general meeting will decided by a simple majority vote, with the exception of constitutional amendments, which will require a two-thirds majority.

6.7 The Agenda for the Annual General Meeting shall include:

6.7.1 Attendance Register.

6.7.2 Minutes of the previous meeting.

6.7.3 Matters arising from the previous meeting.

6.7.4 President’s report.

6.7.5 Treasurer’s report.

6.7.6 Any business items as requested by any member of the Society, received by the Secretary, in writing at least fourteen   (14) days prior to the meeting.

6.7.7 General and urgent matters.

6.7.8 Election of Office Bearers.

 

SECTION 07: LOCAL BRANCHES

 

7.1 The Society may allow the establishment of Local Branches in defined areas, to promote, support and extend the objectives of the Society.

 

7.2 All Local Branches must be formally constituted, the Constitution of which must be forwarded to the Council for ratification.

 

7.3 Membership of Local Branches will be open to fully paid-up members of the Society only. Branches may charge their members a separate, nominal membership fee.

 

7.4 The Society will support its Local Branches financially, according to the guidelines for funding of the Society.

 

7.5 Revenues generated from joint ventures of the Society with a Local Branch, such as Refresher Courses and Congresses, will be divided according to the Society’s guidelines on funding and conferences.

 

7.6 The Local Branches of the Society are obligated to submit an annual report on their activities and finances to the Council of the Society for presentation to the AGM. Failure to submit such reports, may result in the Local Branch not receiving financial support from the Council and from being barred from hosting official Society conventions and functions.

SECTION 08: FINANCE

 

8.1 Membership fees shall be determined by the Council on an annual basis and these should be paid by the member by the end of February each year.

 

8.2 The Society shall not have the power to carry out trading operations in the commercial sense, including speculative transactions, equity acquisitions, property letting and the acquisition or granting of loans.

 

8.3 The monetary assets of the Society are only to be utilised for activities of direct benefit to the membership of the Society or the advancement of Critical Care in Southern Africa. The Society is a non-profit organisation and its revenues are to be utilised only for the furthering of its aims, goals, objectives and obligations as defined in this Constitution.

 

8.4 The Society may employ staff members for specific jobs and projects, as determined by the Council. Office bearers of the Council may not be employed by the Society. The Council shall employ an Administrative Secretary, whose job description shall include the      routine duties of an administrative officer. The Administrative Secretary shall attend at all Council and General Society Meetings, in an observer capacity, to facilitate the efficient operation of the Society.

 

SECTION 09: AMENDMENTS

TO THE CONSTITUTION

 

9.1 The Constitution of the Society may only be amended by a two-thirds majority at a constituted General Meeting of the Society, including proxy and postal votes.

9.2 Notice of proposed amendments to the Constitution must be given to the membership of the Society at least sixty (60) days before a General Meeting. To facilitate this requirement, all proposed amendments must be received, in writing, by the Secretary or the Society four (4) months before said meeting.

 

9.3 Any Constitutional changes proposed at the AGM, without appropriate prior notice, shall be put to the vote and if accepted, shall be formally accepted as proposed, but may only be ratified at the following year’s AGM.

SECTION 10: LANGUAGE

 

The language of formal communication of the Society shall be English. This includes the language of presentation and conversation at conventions; the language of official documentation of the Society and the language of the Society’s journal and newsletter.

 

SECTION 11: DISSOLUTION

 

The Society may be dissolved by a simple majority vote of the entire membership of the Society. Such a proposal must also fulfil the constitutional requirements for all constitutional amendments in terms of notice.

 

SECTION 12: BYLAWS

The Southern African zone shall be divided into six (6) regions, for the purpose of ensuring appropriate representation on the Council of the Critical Care Society of Southern Africa. This is based on the relative population sizes and facilities within a given region, in order to attempt to achieve equitable parity for all areas. Each area is centred around an established academic centre, including an University Medical School.

Each area is entitled to one Representative on the Council of the Society.

The areas are defined as follows:

 

  1. Far Northern Region:

This includes the province of Limpopo in South Africa and all countries in the Southern African zone, north of the Limpopo River.

 

  1. Northern Region:

This includes the northern part of Gauteng Province, North-West and Mpumalanga Provinces in South Africa and Swaziland.

 

  1. Witwatersrand Region:

This is the area of the southern part of Gauteng Province in South Africa.

 

  1. Central Region:

This includes the Free State Province of South Africa and Lesotho.

 

  1. Eastern Region:

This is the area as defined by the KwaZulu-Natal  Province of South Africa.

 

6.Southern Region:

This includes the Provinces of the Western Cape, the Eastern Cape and the Northern Cape in South Africa.