Constitution and Bylaws

Article Index
Constitution and Bylaws
Page 2
All Pages

Founded as the International Association of Medical Museums in 1906

CONSTITUTION

Name

The Society shall be called the South African Division of the International Academy of Pathology (IAP SA Division). (Herein after referred to as the Division).

Objectives

The aim of the Division shall be to promote the advancement of pathology by co-ordination with allied sciences; by facilitating educational activities; by encouraging research; and by improving teaching and technical methods, through scientific meetings in South Africa and beyond our borders. Furthermore, the Division may do such acts or deeds, as may be necessary for the attainment of the above objectives of the Division.

Membership

Membership shall be international in scope and subject to the constitution of the International Academy of Pathology Inc. where the following categories are stated:
1. Ordinary (Regular) members
2. Senior (Emeritus) members
3. Honorary members
4. Junior members
5. Associate members
6. Sustaining members
The classes of membership are defined in bylaws (that may be changed by a simple majority at a constituted general business meeting of the members) but should be in keeping with the constitution and bylaws of the International Academy of Pathology Inc.
The Executive of Council, following upon application and nomination in writing by two ordinary members, admits members. A member of the Division may at any time, by notice in writing to the Secretary, resign from membership of the Division. The Secretary shall maintain a register of such of the particulars of each member of the Division, while such member continues to be a member of the Division. Details of the members shall not be divulged to any third party except to the International Academy of Pathology Inc. or with the explicit consent of the member.

Officers, Councillors, and Executive Committee

The Officers shall be:

President, Immediate Past-President / President-elect, Treasurer and Secretary.

The Council will consist of the Officers with a maximum of ten additional members (Councillors) representing geographic regions and/or spheres of activity pertaining to the Division. The president, treasurer and secretary are elected for a four-year period of tenure. These officers will constitute the Executive Committee which reports to the Council.

Associations and Meetings

The South African Division of the IAP may affiliate to, integrate into or associate itself with other Organisations, such as The Federation of South African Societies of Pathology and the South African Society of Clinical Cytology, that have similar aims and objectives in advancing laboratory medicine and by holding joint meetings.
There shall be at least one annual general meeting of the council (if practicable) and one annual general business meeting of the membership (if practicable) to transact business, receive reports and make appointments.

Transaction of Business

A quorum of the Executive Committee shall be three of which at least one must be either the president or the secretary. A minimum of 3 days notice must be given for calling a meeting.
A quorum of the Council shall be five of which at least two shall be officers of the Executive Council. A minimum of 15 days notice must be given for calling a meeting.
A quorum for annual general (business) meetings shall be 12 members three of which must be Council members including at least two officers. A minimum of 30 days notice must be given for calling an annual general (business) meeting. Should no quorum be present at the scheduled start of the meeting there should be an adjournment for a maximum of 30 minutes to recruit members. If after such a period no quorum is present, the presiding officer may proceed with the meeting as though it is legally constituted but changes to the constitution or bylaws of the Division may not be effected.
The Executive Committee may appoint subcommittees as deemed necessary.
Voting rights will reside with ordinary members only.

Dissolution

Upon the dissolution of the South African Division of The International Academy of Pathology any assets remaining after paying all liabilities will be disposed of to cognate South African charities or scientific organisations having similar objectives in fostering laboratory medicine as determined by the Council of the Division.

Note that this constitution may only be changed by a two thirds majority of members attending a properly constituted annual general (business) meeting where at least 30 days notice of the intended changes is indicated for prior debate and acceptance

BYLAWS

Membership

Ordinary (Regular) members will normally consist of trained pathologists, including oral- and forensic pathologists, who are following a career in pathology or laboratory medicine.
Members in good standing who have reached 65 years of age and who retire from active practice may elect to be Senior (Emeritus) members by paying a reduced annual subscription.
Persons distinguished for eminent services to medicine and especially to the cause of pathology to this Division and to the International Academy, may be made Honorary Members by the Council on the recommendation of the Executive Committee.
Junior Membership shall be available to medically qualified doctors training to become pathologists for a limited period during their training up to a maximum of 5 years.
Associate Membership shall be available to graduates following a career in medicine or veterinary or dental surgery, as well as biological scientists, who have also demonstrated an active interest in pathology.
Sustaining members shall consist of persons who foster the objectives of the Academy by gratuitous annual financial contributions. The minimal amount of such financial contribution is to be determined by the Council of the Division.
The annual subscriptions of the various types of membership shall be fixed by the Executive Committee and be payable in advance. Members whose subscriptions are two or more years in arrears may be disqualified from membership at the discretion of the Executive Committee.
Honorary Members shall be exempt from all subscriptions.
Continuation of ordinary membership of this Division by persons domiciled outside of sub-Saharan Africa for more than 2 years will only be permitted at the discretion of the Executive Committee and Council.

Officers and Councillors

Ordinary members of the Division shall nominate and elect Officers and Councillors. This should be done prior to or at an annual general (business) meeting of the Division provided that the consent of the nominee is obtained.
The term of office of the president shall normally be four calendar years. A person will not be eligible for a second four-year term as president after having previously served in that capacity for a full term. However, in the event of a president standing down or not completing a term of tenure and then having a stand-in president appointed by council to complete that period, the stand-in president will be entitled to serve a full four year period of tenure at a future date on condition that the stand-in president has not previously been the president.
The past-president should normally hold office for two years after completing tenure as president. The president-elect should hold office for two years prior to assuming office as president. The terms of office of secretary and treasurer should normally be for four years and be simultaneous with those of the president. The terms of office for councillors should normally be for 2 years but all councillors and officers are eligible for re-election, with the exception of the president.
The Executive Committee will have powers to co-opt non-voting additional members to the Executive Committee or Council of the Division.
The offices of president, president-elect, secretary and treasurer shall only be available to ordinary members who are in good standing.
The term of Office shall begin as from 01 January the year following election.

Duties of Officers and Councillors

The Executive Committee shall formulate policies and shall authorize the disbursement of the funds of the division for ordinary business.
The Offices of President, Past-president/president-elect, Secretary and Treasurer shall discharge the duties usually assigned to these offices.
The Councillors shall take responsibility for organizing local meetings (such as a travelling seminar or a local meeting/lecture) and for monitoring membership in their region or subdiscipline.
As deemed necessary from time to time the Executive Committee may appoint permanent or temporary subcommittees under the leadership of a convenor.
The Secretary and Treasurer shall each report on any business expedited since the last meeting as well as issue annual reports to Council and at the annual general (business) meeting.
The Treasurer shall prepare and submit an annual budget to the annual general (business) meeting.
There shall be an annual internal audit of the Treasurer’s financial statements and record keeping.
The secretaries, with the aid of appropriate committees, shall arrange all meetings.

Meetings

The programme of the annual meeting shall consist of three parts:
1. The Council shall meet before and after (where practicable) the annual general (business) meeting of the Division and recommend action to the Executive Committee upon such matters as may be brought to it.
2. The annual general (business) meeting of the Division will include the Secretary’s report, Treasurer’s report, an optional visionary or policy statement by the President, the election of the Officers and Councillors as may be required, and will give consideration to business as may arise.
3. The scientific proceedings that should include at least one educational or training item.
The Executive Committee or Council may be called into extra-ordinary sessions by the President to transact such business as is necessary to meet emergencies.
The Executive Committee and Council may co-opt interim officers and councillors to fill vacancies occurring by resignation or removal, election, incapacity or death. The appointed Interim officer/s is/are to hold the vacant office until the next annual general (business) meeting. All actions taken by the Executive Committee under these circumstances shall be deemed to be in the name of the Division and the Secretary shall notify members of such actions. Such interim Officers and Councillors will have full voting rights and authority as if elected at an annual general (business) meeting.
The Convenors of all subcommittees shall provide regular reports to the Secretary of the Division.
Copies of the minutes of the Executive Committee, Council and general annual (business) meetings shall be passed on to the regional international Vice-President for Anglophone Africa of the Academy.
Apart from meetings of constituted sub-committees, all meetings of the Division shall be presided by the president or, in his/her absence, the presiding chairperson who will determine such times and places as may be decided within the constraints of the organization of the annual congress. There shall be at least one general business meeting during such calendar year.
The President or in his/her absence the presiding chairperson shall have a normal deliberative vote. However if a voting issue becomes deadlocked at any meeting of the Division the President, or in his/her absence the acting chairperson, shall be permitted to exercise an additional casting vote.

Note that bylaws may be changed by a simple majority at a properly constituted general business meeting of the division where due notice for such a meeting is called to debate the intended changes and possibly make further changes as may be decided.

RULES AND OPERATIVE GUIDELINES

Proposed changes or amendments to the above constitution and Bylaws of the Division should be submitted to the Secretary in writing for initial consideration by the Executive Committee. Thereafter the proposed amendment and the recommendation of the Executive Committee as well as that of a possible sub-committee will be submitted to the membership for approval. This should be at a general business meeting where a minimum of 30 days prior notice is given. However, in special circumstances temporary changes may be effected through postal ballot where suggested changes are circulated through electronic mail, regular mail, and/or a newsletter and are subsequently ratified at the next general business meeting of the Division. Changes to the constitution will require a two-thirds majority of participating voters. A simple majority is necessary to effect change to the Bylaws where prior notice of 30 days is not essential when the proposal is made at a fully constituted annual general (business) business meeting having a quorum in attendance.
The Secretary should ideally work in close liaison with the president. The secretary should issue regular newsletters to the membership that should include advanced announcements of forthcoming meetings and snippets of educational interest that are deemed to be of interest to the membership.
It is essential that the regulations of the parent International Academy be adhered to in all respects and that effective lines of communication be in place with the International Officers and our regional vice-president.
It is essential to keep the International Office up to date with changes in the Division's office bearers and representatives at the meetings of the International Council.
In respect to regional representation on the Council of the Division it is important that there be equitable representation of the academic centres that train pathologists, and that private practice pathologists, forensic pathologists, oral pathologists, cyto-pathologists, electron microscopists and biological scientists have their specific interests catered for.
The biennial nomination of Divisional representatives to serve on the International Council should be made by the Executive Committee with the approval of the Council of the Division.
Members, Councillors and Officers will receive no salary for professional or administrative services given to the Division or the International Academy but fair expenditures may be catered for.
The official language of the Division and the annual congress shall be English.