CONSTITUTION OF THE SURGICAL SOCIETY OF ZIMBABWE (SSZ)

CONSTITUTION OF THE SURGICAL SOCIETY OF ZIMBABWE (SSZ)

CONTENTS 1. Name and Address 2. Objectives 3. Powers 4. Seal 5. Classes of Membership 6. Membership 7. Cessation of Membership 8. Annual Meetings of the Society 9. Annual General Meeting 10. Proceedings at Annual General Meetings 11. Annual Scientific Meetings 12. Extraordinary General Meetings 13. Voting 14. Management of Society 15. Executive Council 16. Meetings of the Executive Council 17. Attendance at Executive Council 18. Casual Vacancies on the Executive Council 19. Committees 20. Payment of Expenses 21. President 22. Honorary Secretary 23. Right Appeal 24. Fiscal Year 25. Bank Account 26. Employment and Hire of Persons 27. Amendments of the Constitution 28. Interpretation 29. Indemnity 30. Winding-up

CONSTITUTION 1. NAME AND ADDRESS a. The name of the organisation shall be the Surgical Society of Zimbabwe (Hereinafter called the Society) b. The official address of the Society shall be at such place in Harare as determined by the Executive Council from time to time by resolution. 2. OBJECTIVES The objectives of the Society shall be:- a. To promote the development, study and practice of Surgery in Zimbabwe b. To maintain a high standard of professional ethics, conduct and practice among those practising in the speciality of surgery. c. To encourage continuing medical education and promote co-operation and friendship between surgeons. d. To foster and encourage interest in research by its members. e. To encourage, assist and promote the study of quantitative and qualitative aspects of the speciality, i.e. audit and continuing concern with health matters. f. To present surgeons and to protect their interests. g. To aim to form a College of Zimbabwe which will be able to issue a Diploma in Surgery Ad Hominem with or without examination. 3. POWERS The society shall have the power:- a. To enter into contracts or arrangements of any sort for the furtherance of the objects of the society. b. To buy, let, hire exchange, transfer, receive by way of donation or otherwise movable and immovable property including debentures, stock and shares. c. To institute and defend legal proceedings for and on behalf of the society and for that purpose to sign and execute any necessary powers of attorney. d. To open and operate bank and building society accounts, or Post Office savings accounts in the name of the Society, and to draw, accept, endorse discount, execute and issue promissory notes, bills of exchange, cheques and other negotiable or transferrable instruments connected with the business of the society. e. To deal with any monies of the Society upon such securities and in such manner as the Society deems fit.

f. To raise or borrow funds upon security or otherwise in such manner as the Society deems fit. g. To purchase, hire, or otherwise acquire property and to erect buildings for the purpose of the Society. h. To invest the funds of the Society which are not immediately required upon such security as many from time to time be determined. i. To do all acts and things that are incidental or conducive to the attainment of the objectives of the Society. 4. SEAL a. The seal of the society shall be in such form as determined by the Executive Council form time to time by resolution and shall have the name of the society impressed thereon. b. The seal shall remain in the custody of the President c. The affixation of the seal to any document shall be as determined by the Executive Council by resolution and such seal shall be affixed in the presence of the Honorary Secretary and the Council Member empowered with signatory powers of the Society. 5. CLASSES OF MEMBERSHIP 1. The society shall have the following classes of membership:- b. Full members: Surgical Specialist registered in Zimbabwe c. Senior Members: Retired surgeons d. Honorary Members: Eminent surgeons or any such members the society deems fit. e. Associate Members: 1) Zimbabwe surgeons in training in or outside Zimbabwe 2) Practitioners involved in Surgery in Zimbabwe 2. ONLY FULL MEMBERS HAVE THE RIGHT TO VOTE 6. MEMBERSHIP a. Any person who is a registered specialist/or registered surgeon in training in or outside Zimbabwe or Practitioner involved in Surgery (i.e. registered with the Health Profession Council of Zimbabwe) may apply to be a member of the society, including retired surgeons who have been on the Specialist Register or such persons the society deems fit. b. On receipt of an application for membership the executive council may:- i) Grant membership to the applicant, or ii) Refuse to grant membership to the applicant

c. The annual subscription for membership shall be such sum as the executive council may from time to time determine. d. A member who has not paid his annual subscription shall not be entitled to vote. e. A member shall notify the Secretary of this change of address within thirty (30) days of such a change or as soon as possible. f. Membership of the society shall not give any member the right to any of the monies, properties or assets of the society. g. The liability for members shall be limited to the amount of unpaid subscriptions or other monies owed by them to the Society. h. A member whose membership has been cancelled or suspended or who has resigned:- i) Shall be liable for such payments, fees and subscriptions still due and unpaid by him, and ii) Shall not be entitled to recover any sums by reason of the termination or suspension of his membership prior to the end of the current financial year. i. A member may resign from the society by notifying the Secretary in writing. j. Membership shall cease upon death, resignation or expulsion. 7. CESSATION OF MEMBESHIP Membership shall cease in the following circumstances:- a. By resignation in writing to the Secretary b. Where the name of the member is struck off the Register of Health Professions Council or an equivalent body elsewhere for misconduct. c. By expulsion from the society by a disciplinary subcommittee of the Executive (whose terms of reference are contained in the seperative document for the Executive). d. By the failure to pay any subscription due despite repeated demand. e. Death of a member. 8. ANNUAL MEETING OF THE SOCIETY The annual meetings of the Society shall be held at such time and place each year as the Executive Council may determine and shall consist of:- a. The annual General Meeting of the Society, and b. The annual Scientific Meeting of the Society. N.B These shall be held together.

9. ANNUAL GENERAL MEETING a. The Secretary shall give each member at least on calendar month s notice, in writing, of an Annual General Meeting which shall be posted to such member s registered address. b. Any member who wishes to raise any matter or move any motion at an Annual General Meeting shall give the secretary notice, in writing, of such a matter or motion not less than thirty (30) days before the date of the Annual General Meeting. 10. PROCEEDINGS AT ANNUAL GENERAL MEETINGS a. At the Annual General Meeting the President or the Treasurer shall present an audited balance sheet and income statement of the preceding financial year, together with his report. b. The ordinary business at an Annual General Meeting shall be as follows:- i) to confirm the minutes of the previous meeting. ii) To receive and consider the report of the Executive Council and the financial statements for the preceding financial year with the auditor s report thereon. c. The Secretary shall convene a special general meeting of members of the society upon receiving a requisition of that behalf signed by not less than five (5) members specifying any resolutions proposed or to be discussed. d. The Secretary shall post to each member at his address a copy of such notice at least twenty one (21) days prior to the holding of the meeting. e. The omission to send by post any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereof. f. The quorum at an Extraordinary General Meeting shall be ten percent (10%) of paid up members. g. The President, or in his absence the Secretary, shall preside at all extraordinary general meetings. Provided that if the President and Secretary are both absent, the members present may elect one of their members to preside at the meeting. 13. VOTES a. At any General Meeting of the Society any matter requiring to be determined by a majority of votes shall be by a show of hands unless a poll is demanded by at least ten (10) voting members present. b. Unless a poll is so demanded, a declaration by the President of the results of a show of hands or a ballot shall be conclusive.

c. Where a poll is demanded it shall be taken in such a manner and at such a time and place as the President may direct. 14. MANAGEMENT OF THE SOCIETY a. The management and control of the Society shall be vested in the Executive Council which may, on behalf of the Society, exercised or done by the Society, save those which are expressly directed or required by this Constitution to be exercised or done by the Society in a General Meeting. b. The Executive Council may take any by-laws or rules of the Society for the purpose of managing and controlling the affairs of the Society. 15. EXECUTIVE COUNCIL a. There shall be an Executive Council which shall consist of:- i) the President ii) The Secretary iii) The Treasurer iv) Four ordinary members v) Liaison member/ex President b. NOTE: There should be at least a representative from Midlands, Masvingo, Manicaland, Mashonaland and Matabeleland and if there is no representative put forward any other member can be elected. The officers referred to in subsection 1 (shall be elected at an annual general meeting) c. The President shall hold office for a period not exceeding two years and is eligible for re-election for one more term. d. A retiring member or the Executive Council shall be eligible for re-election as a member of the Executive council but not exceeding three consecutive terms of office. The term of office will be three years. e. Members of the Executive Council shall continue in office until their successors have been elected.

16. MEETINGS OF THE EXECUTIVE COUNCIL a. Meetings of the Executive Council shall be convened from time to time by the Secretary at the request of the President. b. The quorum at a meeting of the Executive Council shall be four (4) members. c. The President shall convene a meeting of the two Executive Council at the written request of two thirds (2/3) of the members of the Executive Council. d. The President or in his absence the Secretary shall preside at all meetings of the Executive Council. 17. ATTENDANCE AT EXECUTIVE COUNCIL MEETINGS a. Any member of the Executive Council who fails to attend three consecutive meetings of the Council without the last permission of the Council of which he was given at least twenty one (21) days notice and for which there was no just cause for the member s absence, shall be deemed to have resigned from the council. 18. CASUAL VACANCIES ON THE EXECUTIVE COUNCIL a. Where a casual vacancy occurs on the Executive Council, the Council shall appoint a suitable person to fill the vacancy and the person filling the vacancy shall hold office for the remainder of the period for which that person would have continued in office. 19. COMMITTEES a. The executive Council may appoint one or more committees as it thinks fit. b. Where the executive council appoints a committee the council shall appoint at least one member of the council to be a member of the committee and shall designate a member to be a chairperson of the committee. c. The executive council may appoint persons who are not members of the society to be members of the committee. d. The Chairperson of a committee shall make a report of the proceedings and recommendations of his committee at an Executive Council Meeting. 20. PAYMENT OF EXPENSES

a. Members of the Executive Council and the Society may be reimbursed for outof pocket expenses incurred on behalf of the society or when attending to any affairs of the society, provided its authorised by council. 21. PRESIDENT The President shall:- a. Preside at all meetings of the society and the Executive Council. b. Supervise the affairs and activities of the society. c. Ex officio be a member of any committee of the society. 22. SECRETARY The Secretary shall:- a. Maintain the records of the society including the minutes of the meetings of the society and the Executive Council. b. Maintain a register of all members of the society including their addresses and, c. Such other records as directed by the executive council. 23. RIGHT TO APPEAL a. Any member or employee who is expelled or called upon to resign or otherwise is dealt with by the Executive Council in terms of section 23 shall have the right, (within twenty one (21) days after the date of posting to him by the Secretary to his registered address) to lodge an appeal in writing against the decision of the Executive Council, to the Executive Council, which shall be convened forthwith by the Secretary upon receipt of the notice of appeal. b. The notice of an appeal shall not have the effect of suspending the operation of such decision pending the hearing of the appeal. 24. FISCLA YEAR a. The fiscal year of the Society shall be from the 1 st April to 31 st March in any one year.

25. BANK ACCOUNT a. The Secretary shall have bank accounts in its name wherein funds of the society shall be deposited. b. Cheques of the bank accounts of the society shall be signed by two of the following persons: i) the President ii) iii) the Secretary the Treasurer 26. EMPLOYMENT AND HIRE OF PERSONS a. The Society may employ or hire on such terms and conditions as it may determine, persons who are necessary for the conduct of its business and may suspend, discipline or discharge employees where appropriate. 27. AMMENDMENTS TO THE CONSTITUTION a. Any member may propose an amendment to the constitution by addressing a notice to the Secretary:- i) in the case of an Annual General Meeting twenty one (21) days before the Extraordinary General Meeting at which the proposed amendments are to be considered. ii) in the case of an Extraordinary General Meeting twenty one (21) days before the Extraordinary General Meeting at which the proposed amendments are to be considered. b. An amendment to the Constitution shall be deemed to be adopted if a motion for the purpose is supported by two thirds (2/3) of all members. 28. INTERPRETATION a. In the event of any dispute as to the meaning of any provision in this Constitution the decision of the Executive Council shall be binding upon the members, unless it is set aside by a resolution of an Annual General Meeting. 29. INDEMNITY

a. Any member, employee or agent of the Society shall be indemnified out the losses of the funds of the society, against all costs, charges, expenses, losses and liabilities incurred by him in the conduct of the business or affairs of the Society or in the discharge of his duties relation to the Society. b. No person shall be liable: i) for any debts of the Society or for the acts or omissions of any other persons by reasons of having been in receipt of money not received by him personally or ii) for any loss on account of defect t of title on any property acquired by the Society. iii) On account of or the insufficiency of any security in or upon which any monies of the Society shall be invested or iv) For any loss incurred upon any ground whatsoever other than his own wilful act of default. 30. WINDING UP a. The Society may be wound up by a resolution passed by two thirds (2/3) of the total membership of the Society present at an Extraordinary General Meeting of the Society convened specifically for the purpose. b. In the event of such winding up the funds and assets if any, of the Society shall be transferred to another body which has similar objectives to those of the Society, as determined by members of the Society at a meeting held in terms of subsection (1).