Article 1: Name

1. The name of the Association is the South African Urogynaecology Association or SAUGA.

Article 2: Objectives

2.1 To encourage the study and management of female pelvic floor dysfunction including, but not limited to, urinary incontinence, pelvic organ prolapse and fecal incontinence and female sexual dysfunction.

2.2 To raise and set standards of training and practice in urogynaecology including, but not limited to, the provision of a network of support through discussion, study and communication.

2.3 To aid an effective clinical network of care for urogynaecology patients throughout South Africa.

2.4 To provide a forum for practitioners with an interest in urogynaecology throughout South Africa.

2.5 To arrange national and local academic meetings, which allow scope for science, research and training in urogynaecology.

Article 3: Powers

The Association has the following powers, which may be exercised only in promoting the Objectives:

3.1 To work closely with other organisations to promote the objectives of the Association.

3.1.1 To promote and assist in establishing appropriate standards and clinical management guidelines in urogynaecology.

3.1.2 To promote training in specialist urogynaecological skills.

3.1.3 To oversee Continuing Medical Education.

3.2 To collect and disseminate information on all matters concerning and affecting the Objectives.

3.3 To promote and carry out or assist in promoting or carrying out research, surveys and investigations and to publish the useful results thereof for the benefit of the members of the Association, the medical profession and the public.

3.4 To organise clinical meetings and bring together in conference members of the Association, and where appropriate other allied organisations, patient support groups, relevant Government bodies, statutory authorities and individuals.

3.5 To arrange and provide for or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars and training courses for the benefit of its members.

3.6 To interact and exchange information with other bodies and societies having similar Objectives, whether in South Africa or overseas.

3.7 To interact with and disseminate information to urogynaecology patient support groups in South Africa.

3.8 To collect subscriptions from the members.

3.9 To accept such gifts, contributions, legacies or bequests as the Committee shall think fit.

3.10 To procure contributions and pledges to the Association by personal or written appeals, public meetings or by any other method approved by the Committee.

3.11 To invest any funds raised or collected by the Association, which are not immediately required to promote the Objectives, in or on such investments, securities or property subject always to such conditions (if any) as may from time to time be imposed or required by law.

3.12 To employ paid or unpaid agents, staff or advisers to supervise, organise and carry on the work of the Association.

3.13 To establish local branches of the Association.

3.14 To do all such other lawful things as are necessary or reasonable to promote the Objectives.

Article 4: Membership

4.1 Membership is open to all health professionals who subscribe to the objectives of the Association.

4.2 Members will need to apply for membership and pay an annual subscription within the first quarter of each year.

4.3 Each application for membership of the Association shall be reviewed by at least two members of the Committee. The Committee shall have the right to refuse the admission of any person to the Association.

4.4 The Committee shall have the discretion to terminate a member's membership in exceptional circumstances provided that the individual member concerned shall have the right to be heard by the Committee before a final decision is made.

4.5 The Management Committee (see below) will set the annual membership fee.

4.6 A member who does not pay the annual subscription will cease to be a member of the Association at the end of the subscription that has been paid. A subscription is valid for one year and must be renewed.

Article 5: General Assembly

5.1 The Annual General Meeting (AGM) of the Association will be held during the Association's national meetings.

5.2 At least 21 clear days' notice shall be given in writing by the Secretary to each member of such meeting.

5.3 At such Annual General Meeting, the business shall include the ballot for election of Officers; the election of full members to serve on the Committee; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited or examined accounts; and the transaction of such other matters as may from time to time be necessary

5.4 Rules of Procedure

5.4.1 Quorum No business shall be transacted at any General Meeting unless a quorum is present The quorum for a General Meeting shall be not less than 12 of the members entitled to attend and vote on the business to be transacted.

5.4.2 Chairman The Chairman of the Management Committee, or in his/her absence the Secretary/Treasurer, shall preside as chairman of the meeting.

5.4.3 Voting Each full member shall have one vote on any question arising or resolution tabled at a General Meeting. All questions arising at a General Meeting shall be decided by a simple majority of those present and entitled to vote. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote. The members of the AGM can alter the constitution with a two-thirds majority

5.4.4 Minutes Minute books shall be kept by the Committee detailing all business transacted and resolutions passed at every Annual General meeting.

Article 6: The Management Committee

6.1 General 6.1.1 The Association shall be administered by a Committee ("the Committee") who may exercise all the powers of the Association.

6.1.2 The Committee shall comprise of the following members: A Chairman A Secretary / Treasurer Five (5) additional members

6.1.3 The Committee will elect, out of its own ranks, the Chairman and the Secretary / Treasurer.

6.1.4 The Committee will consist of four Gynaecologists, 2 Urologists and 1 member from another speciality with an interest in Urogynaecology (such as Physiotherapy or Colorectal Surgery).

6.1.5 The Committee must be regionally representative, with at least one member from each of the three sub-regions (Gauteng, [Johannesburg - Pretoria], Central [Bloemfontein - Durban - Umtata], Cape [Cape Town - Stellenbosch - Coastal])

6.1.6 The members of the committee each have one vote, with the chairman having a casting vote in the case of equality of votes.

6.1.7 Two additional members may be co-opted by the Committee for special purposes, for a pre-determined period of service. These members will not have voting powers.

6.1.8 Sub-committees may be formed by the Committee for various purposes. Persons from the membership of the Association may be co-opted to help on the sub-committees, but these co-opted persons have no sitting on the Management Committee.

6.2 Elections

6.2.1 Elections for Committee members shall be held at the Annual General Meeting.

6.2.2 Nominations for Committee members must be made by members of the Association in writing and must be lodged with the Secretary at least one week before the Annual General Meeting.

6.2.3 Should nominations for the posts exceed available vacancies, elections shall be by ballot / show of hands at the AGM.

6.2.4 Any casual vacancy in the Committee may be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for election at that meeting.

6.3 Term

6.3.1 Election to the Committee shall be for a term of three years.

6.3.2 Members of the Committee shall retire on expiry of each term in office, and shall be eligible for re-election.

6.3.3 Members may serve for two consecutive terms.

6.4 Meetings

6.4.1 The Committee shall meet as often as it sees fit, but should meet at least twice per year.

6.4.2 Meetings must be initiated by the Chairman and may be at the request of Committee members.

6.4.3 Proper notice of meetings shall be given, and at least 21 days notice, with a clear agenda provided.

6.5 Termination of Committee membership.

A member of the Committee shall cease to hold office if he/she:

6.5.1 Becomes incapable by reason of mental disorder, illness or injury of managing or administering his own affairs.

6.5.2 Resigns his office by notice in writing or

6.5.3 Is absent from 2 consecutive meetings of the Committee and/or for good and sufficient reason three quarters of the other members of the Committee pass a resolution that such member of the Committee shall be removed from office.

6.6 Quorum

6.6.1 The quorum for meetings of the Committee shall be four.

6.7 Proceedings of the Committee

6.7.1 The Committee may delegate any of its powers under the Constitution to any one or more of the members of the Committee or to such other persons as the Committee in its discretion decides.

6.7.2 The Committee may appoint sub-committees with such membership, powers and functions as the Committee shall provide. All acts and proceedings of such sub-committees shall be reported back to the Committee as soon as possible, but in any event at the next Committee Meeting.

6.7.3 The Committee may from time to time make such rules or by-laws as they may deem necessary or expedient or convenient for the proper conduct of the administration of the Association and for the purposes of prescribing classes of any conditions of membership, provided that no rule or by-law shall be inconsistent with the Objectives nor shall they affect or repeal anything contained in this Constitution.

6.8 Material Interests

Members of the Committee shall promptly disclose to the Chairman any material interest in any transaction or arrangement with a commercial enterprise that may constitute a conflict of interest with the Association.

Article 7: Funds, Records and Accounts

7.1 The Association is non-profit making.

7.2 The funds of the Association must be used only for promoting the Objectives. Any surplus gained by the Association from subscriptions or donations will be used solely for the objectives of the Association.

7.3 No Committee member, other than those authorised by the Committee shall be entitled to receive any payment of money or other material benefit from the Association except reimbursement of reasonable out-of-pocket expenses (including travel costs) actually incurred in the administration of the Association.

7.4 There will be a bank account held in the name of the Association, in which funds are to be deposited. The Committee shall authorize in writing the Treasurer (from time to time) and the Chairman to sign cheques on behalf of the Association.

7.5 Proper and up-to-date financial records shall be kept and accounts for the preceding year, audited and examined shall be presented to the members by the Committee at the AGM.

7.6 The Association debts are payable only out of its assets. All personal liability of its members is excluded.

Article 8: Alteration to the Constitution

8.1 Subject to the following provision of this rule, this Constitution may be altered by a resolution passed by no less than two-thirds of the members present and entitled to vote at an AGM. The notice of the AGM must include notice of the resolution, setting out the terms of the alteration proposed.

Article 9: Associated Organisations

9.1 The Association is to be affiliated to the South African Association of Obstetricians and Gynaecologists.

9.2 The Association will liaise with other organisations with similar interests, both locally and internationally.

Article 10: National Academic Meeting

10.1 A national academic meeting, encompassing scientific updates and research, is to be held at 2 yearly intervals.

10.2 The arrangements for this meeting will be made by the three regional groupings, (as designated in 7.1.5), in turn, or as prescribed by the Committee.

10.3 Arrangements for the meeting will be made in consultation with the Management Committee.

10.4 A float will be provided by the Management Committee out of Association funds, to be used as seeding money by the meeting organisers.

10.5 Financing of the meeting is the responsibility of the organisers of the meeting.

10.6 The Management Committee will take the final decision of how profits and losses will be divided between the central fund and the regional organisers.

Article 11: Dissolution

11.1 At any time the Committee, by a two-thirds majority, may decide to dissolve the Association, on the grounds of expense or otherwise.

11.2 After making provision for all outstanding liabilities of the Association, the Committee must apply the remaining property and funds in one or more of the following ways:

11.2.1 By transfer to one or more other bodies established with similar objectives to the Association; or

11.2.2 Directly for the Objectives; or

11.2.3 In furtherance of such other good cause as the Committee shall unanimously decide, whether or not such good cause shall have objectives similar to those of the Association.

11.3 Members of the Association are, in the event of dissolution, to be notified of this, the reason for dissolution, and the distribution of the assets of the Association.