In this constitution, unless the context otherwise requires, the following terms and expressions shall have the respective meanings as set out hereafter:

“executive committee shall mean the executive committee of the association constituted in terms of clause 13 of this constitution;

“medical Scheme” shall mean a medical scheme as defined in the Medical Schemes Act, 1967 as amended and shall include any health maintenance organization established under that Act; or any subsequent or other relevant Act;

In this constitution, words in the singular number shall include the plural and words in time plural number shall include the singular, word importing the in masculine no gender shall include the feminine and words importing persons shall include created entities, corporate or otherwise.

In this constitution where figures are referred to in numerals to in numerals and in words, if there is any conflict between the two, the words shall prevail.

The name of the association is “Anesthesiologists Independent Practitioners Association”, and “Anaesthesiologists IPA” or ‘AIPA” may also be used when referring to the association. In Afrikaans, the name of the association is “Anestesioloe Onafhanklike Praktisyns Assosiasie”, and “Anestesioloe OPA” or “AOPA” may also be used when referring to the association.

The association shall be a corporate body having a separate legal personality with perpetual succession in spite of changes of membership within it, and shall be entitled to hold property distinct from its members.

to contract with any medical scheme, or other organization that provides health care to its members, for the provision of medical, services to members of such a medical scheme or organization by members of the association;

to complement the aims of the South African Society of Anesthesiologists and the Medical Association of South Africa.

affiliate with or subscribe to any other association or body, whether corporate or unincorporated, whose objectives are altogether or in part similar to those of the association and in ay procure from and supply to any such association such information as may be likely to promote the interests of the association;

make arrangements, directly or indirectly, for affecting insurance for or on behalf of the association, its members, officers or employees;

pay or reimburse some or all expenses incurred by any employee, member of time executive committee, or representative of the association in the furtherance of the objectives or interests of the association;

Any person who qualifies for membership in terms of clause 5.2 below and who makes a written application in the prescribed manner, who pays the prescribed membership fees and whose application is accepted by time executive committee, shall be and become a member of time association.

be registered, in terms of the Medical, Dental and Supplementary Health Services Professions Act, 1974, with the South African Medical and Dental Council as a medical practitioner; and

Any person desiring to become a member of the association shall submit a completed written application in the prescribed manner to the executive committee, or its designee, who shall, as necessary, seek to verify the information submitted by the applicant.

After consideration of the application, the executive committee or its designee shall admit or reject the applicant as mm member off the association in its absolute discretion the executive coin committee’s decision on admitting or rejecting an applicant for membership shall be final.

By applying for membership of the association, any applicant agrees that, if he is admitted to the association, he will able and be bound by the constitution, rules and regulations, and policies and procedures of the association. 

Any member may resign from membership of the association by written resignation delivered or mailed to time executive committee. Any such resignation shall he effective immediately and any members fees paid in advance shall not be refundable.

A member shall ipso facto cease to be a member of time association with immediate effect if for any reason line would no longer qualify for membership in terms of clauses 5.2 or 5.3 above.

The membership of any member may be terminated by means of action taken by time executive committee against such member in terms of clause 8 below.

Time membership of any member may be reviewed by time executive committee for, but not limited to, violation of this constitution, the rules and regulations or policies amid procedures of time association.

Action as a result of review proceedings will only be taken against a member after giving the member an opportunity, on at least 5 (five) days written notice stating the reasons for initiating the review process, to communicate with the executive committee or such committee as may designated by the executive committee to consider time matter, at a date amid time to be set by time executive committee, to make such representations as the member may wish the executive committee or such other committee to take into consideration in time matter.

The review process may be initiated by the executive committee upon its own initiative, or upon a request or recommendation by another committees of the association, or a medical scheme with which the association has contracted to supply medical services. The executive committee may itself investigate matters relating to a review of membership or may appoint a committee to investigate and report to the executive committee on the matter.

Upon taking action against a member, the executive committee shall provide the member with written notice of its action. Such notice shall state the action take by the executive committee, the reasons therefore, and shall advise the member that time executive committee’s action shall become effective 14 (fourteen) (lays after the member’s receipt of such notice unless the member timeously requests reconsideration by the executive committee as provided (l for in clause 8.6 below.

A member against whom action as a result of review proceedings has been taken may, by filing a written request directed to time executive committee within 14 (fourteen) days after his receipt of time executive committee’s notice specified in sub-clause 8.5 above, seek reconsideration of the executive committee’s action. If a member so requests reconsideration, line shall be given time opportunity to communicate with time executive committee, or such committee as may be designated by the executive committee to consider and report to the executive committee on the matter, at, a date and time to be set by the executive committee, to make representations on the action. Following such member’s representations to time executive committee, or such other committee as is designated by time executive committee, the executive committee shall take final action on the matter which shall be effective immediately upon time member’s receipt of notice thereof.

All notices required under this clause shall be sent to the member by way of registered post or be hand delivered to him.

The executive committee may, whenever they think fit, convene additional general meetings, land a general meeting shall also be convened on a requisition by not less than 30% (thirty per cent) of the members of the Association. If at any time there shall not be sufficient executive committee members capable of acting to forum a quorum, any member of the executive committee or any two members of the association may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the executive committee.

An annual general meeting shall be called by giving at least 21 (twenty-one) (lays written notice thereof and any other general meeting of members shall be called by giving at least 14 (fourteen) days written notice thereof. Time accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any member entitled to receive notice small not invalidate the proceedings at that meeting.

If within 30 (thirty) minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at, the same time and place or if that day be a public holiday the next succeeding day other than a public holiday, and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting then the members or member present shall be a quorum.

The president shall preside as chairman at every meeting of members of the association. If there is no such President, or if at any meeting he is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall choose some other member of the executive committee or, if member of the executive committee is present, or, if all the members of the executive committee is present, decline to take the chair, they shall choose some member present to be chairman of the meeting.

At any meeting of members a resolution put to the vote of the meeting shall be decided b~ a show of hands. A declaration by the chairman that; a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect. In the minute book of the association, shall be conclusive evidence of time fact, without proof of the member or proportion of votes recorded in favour of, or against, such resolution. No objection shall he raised as to the admissibility of any vote except at the meeting at which time vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

A resolution in writing signed by a majority of the members for the time being entitled to receive notice of and to attend arid vote at a general meeting of members or by duly authorized representatives on their behalf, shall be as valid and effectual as if it had been passed at a meeting of the association duly convened and lodged.

The form appointing a proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be forwarded to the president of the association or his nominee to be received not less than 24 hours, or such lesser period as the executive committee may unanimously determine in relation to any particular meeting, before the time for the holding of the meeting at which the person named in the form proposes to vote, and in default the form of proxy shall not be treated as valid.

All members of the executive committee shall be elected by the members of the association at, an annual general meeting provided a member not attending the meeting may cast a vote by delivery to the executive committee prior to the meeting, of a duly completed ballot paper under cover of a letter bearing that member’s signature. Only members of the association may be elected to serve as members of the executive committee.

At every annual general meeting 1/2 (one half) of the members of the executive committee for the time being, or if their number is not a multiple of 2 (two), the smaller number nearest to1/2 (one half), shall retire from office.

The members of the executive committee to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members of the executive committee on the same day, those to retire shall, unless they otherwise agree amongst themselves, be determined by lot.

The association at the annual general meeting at which a member of the executive committee, retires in the manner aforesaid or at any other general meeting may fill the vacancy l)y electing a person thereto.

The association may from time to time in general meetings increase or reduce the number of members of the executive committee, and may also determine in what rotation such increased or reduced number is to retire from office.

Unless the members otherwise determine in a general meeting, any casual vacancy occurring on the executive committee may be filled by the members of the executive committee, but any executive member so appointed shall be subject to retirement at the same time as if he had become a member of lime executive committee on the day on which the member of the executive committee in whose stead he is appointed, was last elected

The members of the executive committee shall have the power at any time, and from time to time, to appoint a person as an additional member of the executive committee but so that the total number of members of the executive committee shall not at any time exceed the number fixed according to this constitution, and such member of the executive committee shall retire from office at the next following annual general meeting and shall be eligible for re—election, but shall not, be taken into account in determining which members of the executive committee are to retire by rotation at such meeting.

act on behalf of the association and to pass resolutions which shall be binding upon the association and its members in all matters save where otherwise specifically provided for in this constitution, provided that such resolutions, provided that such resolutions shall not. be in conflict with any resolutions passed by a general meeting of members of the association over the preceding 3 years;

defend legal proceeding instituted against any member of the executive committee or any other official or employee of the association in respect of any matter or thing done or performed by any such person in the proper and reasonable discharge of his duties and to indemnify him against all costs in any such legal proceedings;

manage, direct or control all the assets of the association and to employ its funds, property amid other assets in such a manner as may from time to time be decided by a general meeting of members of the association;

make, amend or rescind regulations not inconsistent with this constitution for the provision of medical services by members of the association to members of a medical scheme with which the association has contracted to provide such services;

make, amend or rescind regulations not inconsistent with this constitution for the conduct of peer review of services provided by members of the association to members of a medical scheme with which the association has contracted provide such services provided that such regulations shall be approved by members in a general meeting;

negotiate with any medical scheme for the provision of medical services by members of the association to members of such a medical scheme.

The members of the executive committee may from time to time appoint one of their body to the office of the President and another to the office of treasurer for such period and generally on such terms as they may think fit. The appointment of a President or treasurer shall terminate ipso facto if any such office bearer shall cease for any reason to he a member of the executive committee, or if the association at any meeting of members shall resolve that their tenure of office of President or treasurer be terminated.

The executive committee may from time to time entrust to and confer upon its President for the time being such powers vested in them as they think fit, and may confer such powers for such time and to be exercised for such object and upon such terms and with such restrictions as they may think expedient, and they may confer such powers either collaterally or to the exclusion of, and in substitution for, all or any of the powers of the members of the executive committee, and may from time to time revoke or vary all or any of such powers.

The executive committee shall have the power from time to time to delegate of allocate to any one of their body or to any other person or persons such of the powers as are vested in the executive committee pursuant to this constitution, as they deem fit.

The executive committee may delegate or allocate any of their powers to committees consisting of such member or members of the association as it thinks fit. Any committee so formed shall, in the exercise of its powers so delegated, conform to ant regulations that may be imposed on it by the executive committee. Save as aforesaid, the meetings and proceedings of a committee consisting of more than one member shall be governed by the provisions of this constitution regulating the meetings and proceedings of the executive committee.

The executive committee shall meet for the dispatch of business, adjourn or otherwise regulate its meetings as it may think fit.

The executive committee shall be responsible for ensuring that proper financial books of accounts of the association are kept and the appointment of an auditor to the association who shall annually audit the financial accounts of the association and prepare annual financial statements for submission to the annual general meeting of the association for consideration

The executive committee shall ensure that power minutes are kept of proceedings at general meetings of the association and of proceedings at meetings of the executive committee.

Members of the executive committee shall be reimbursed for all necessary expenses incurred on behalf of the association.

a notice removing him from office is signed by more than 50% (fifty per cent) of all members of the association and is delivered to the executive committee or lodged at the address of the association; or

Questions arising at any meeting of the executive committee shall be decided by a majority of votes and each member of the executive committee shall have 1 (one) vote on a poll or on a show of hands.

The executive committee may determine what period of notice shall be given of meetings of the executive committee and may determine the means of giving such notice. It shall not be necessary to give notice of a meeting of the executive committee to any member of the executive committee for the time being absent from the Republic of South Africa.

The continuing members of the executive committee, or sole continuing member, may act notwithstanding any vacancy in their today, but, if and so long as their number is reduced below the number fixed by or pursuant to this constitution as a quorum, the continuing members of the executive committee may act only for the purposes of summoning a general meeting of the association. If there are no members of the executive committee able and willing to act, and no specific provision is made in this constitution for the appointment of members of the exclusive committee, then any 2 (two) members of the association may summon a general meeting for the purpose of appointing members of the executive committee.

Subject to this constitution, a resolution in writing signed by all members of the executive committee for the time being present in the Republic of South Africa and being not less than are sufficient to form a quorum shall be valid and effectual as if it had been passed at a meeting of the executive committee duly called and constituted.  The resolution may consist of several documents, each signed by one or more members of the executive committee.

As regards all persons dealing in good faith with the association, all acts done by any meeting of the executive committee or any committee or person to whom the executive committee has delegated any of its powers, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such members of the executive committee, other committee or persons acting as aforesaid, or that they or any of them were disqualified or had ceased to hold office or were not entitled to vote, be as valid as if every such person had been duly appointed or was qualified or had continued to be a member of the executive committee or was entitled to vote, as the case may be.

All monies accruing to the associations shall be payable to the association and shall be deposited at a registered banking or financial institution to be decided by the executive committee.

All amounts necessary to be dispersed as petty cash, expenses, salaries, rents or other payments shall be paid on the instruction of the treasurer provided that such payments are subsequently brought to the attention of and confirmed by the executive committee at its next meeting.

All payments shall be made by cheque and shall be signed by the treasurer and at least one other member of the executive committee or such other alternate or additional signatories as the executive committee may from time to time appoint.

The association shall be dissolved only if a resolution to such effect submitted to the executive committee, and of which not less than 3 (three) months notice shall be given, is passed at a special meeting of the members of time association which has been convened specifically for that purpose amid if the voting in favor of such resolution is supported by not less than 75% (seventy-five per cent) of the members present at such meeting.

The notice of such meeting shall set out the proposed resolution in full and the effect of it and shall state clearly the special reasons for the proposed dissolution.

If the association is dissolved all its assets remaining after the satisfaction of its liabilities shall be given or transferred to some other company, society or association with objectives similar to those of the association.

Any provision of this constitution, may be amended by a resolution at an annual general meeting or general meeting of members of the association if the voting in favor of such resolution is supported by not less than 75% (seventy-five per cent) of the members I)resent at such meeting.

The notice of such meeting shall set out the proposed resolution in full and the effect of it and shall state clearly the reasons for the proposal amendment of the constitution.