Constitution

The Aesthetic and Anti-aging Medicine Organisation of South Africa (AAMSSA) is a non-profitable Organisation. The AAMSSA is an affiliated member of the International union of aesthetic medicine (UIME) since April 2007.

  1. CONSTITUTION
    1. Name
    2. The Organisation hereby constituted will be called the AESTHETIC AND ANTI-AGING MEDICINE ORGANISATION OF SOUTH AFRICA. Its shortened name will be AAMSSA (hereinafter referred to as the Organisation).
    3. Body corporate
      1. The Organisation shall:
      2. Exist in its own right, separately from its members.
      3. Continue to exist even when its membership changes and there are different office bearers.
      4. Be able to own property and other assets.
      5. Be able to sue and be sued in its own name.
  2. OBJECTIVES OF THE AAMSSA:
    1. The Primary Objectives of the Organisation shall be:
      1.  To promote the science, regulation and practice of Aesthetic and Anti-aging Medicine.
      2. To improve relationships amongst aesthetic practitioners, dermatologists, plastic surgeons and other specialists involved in this field.
      3. 2.1.3. To improve relationships between them and the hospitals, public and private institutions, government authorities, medical schemes, the medical profession generally, and the public.
    2. The Secondary Objectives of the Organisation shall be:
      1. To assist members with issues regarding Aesthetic and Anti-aging medicine, where possible.
      2. To liaise and collaborate with other organisations with similar objectives.
  3.  INCOME AND PROPERTY
    1. The Organisation shall keep, or cause to be kept, a record of all its assets according to generally acceptable industry standards.
    2. The Organisation shall not give or transfer any of its assets, money or property to its members or office bearers, unless it is done as compensation for work or services performed or rendered by a member or office bearer for the Organisation. The payment must be a reasonable amount for the work that has been done or services rendered.
    3.  The Organisation shall be entitled to reimburse any member or office bearer for expenses that she or he has incurred for or on behalf of the Organisation, or in the furtherance of the objectives of the Organisation.
    4. Members or office bearers of the Organisation shall not have ownership, right or entitlement in or to the assets or property of the Organisation
  4. MEMBERSHIP REQUIREMENTS
    1. Any person (hereinafter referred to as an “Applicant”) who wishes to become a member of the Organisation shall apply to the Organisation in writing. All correspondence in this regard shall be addressed to the Secretary of the Organisation.
    2.  All applications must be accompanied by the following information and documents:
      1. The Applicant’s full names, surname, academic qualifications, contact particulars and e-mail address.
      2. A short curriculum vitae of the Candidate, especially referring to his field of expertise.
      3. Copies of all certificates of academic qualifications.
      4. The Applicant’s Practice Number.
      5. Proof of registration with the Health Professions Council of South Africa.
      6. Duration of practise.
      7. Proof of CPD points, or qualifying equivalent with regards to Aesthetic medical education.
    3. No application for membership shall be considered unless the Applicant meets the following minimum requirements:
      1. The Applicant must have at least an MBChB-degree.
      2. The Applicant must be registered with the Health Professions Council of South Africa or Namibia.
      3. The physician/ practitioner/ surgeon’s professional practice should be restricted to the practice of the specialty of Aesthetic or Anti-aging Medicine; OR The nature of his/her practice must be such as to give him/her a special interest in the subject of Aesthetic or Anti-aging medicine.
      4. The Applicant must have a minimum of two years’ of clinical practice in the field of aesthetic or anti-aging medicine for full membership.
      5. Application for membership must be accompanied by two consecutive year’s annual clinical audits. 
      6. The Applicant must have at least 20 relevant CPD points per year in aesthetic or anti-aging medical trainings, or equivalent. (Equivalent CME points will also be accepted).
      7. Members must remain within their scope of practice according to HPCSA guidelines.
      8. The Applicant must have Sufficient approved accreditation by the academic committee of the AAMSSA.
      9. Such other requirements as may be imposed by the Executive Committee from time to time.
  5. ELECTION FOR MEMBERSHIP
    1. All applications for membership shall be made to the Honory Secretary of the Organisation.
    2. The Honory Secretary shall refer the applications and all supporting documents/information to the Executive Committee.
    3. The Executive Committee shall evaluate all applications for membership and refer the applications of all persons qualifying for any of the categories of membership to the members.
    4. All membership applications for full membership shall be approved by a two-thirds majority vote of the members entitled to vote.
  6. FULL MEMBERSHIP
    1. These Applicant shall be nominated and seconded in writing by any two of the members entitled to vote at an annual general meeting of the Organisation to the Honorary Secretary at least two months prior to the Annual General Meeting, or such shorter period that may be approved by the members at an Annual general Meeting. 
    2. The names of the nominees shall be submitted by the Executive Committee to the Annual General Meeting for election as Full Members.
    3. Approval of their membership requires a two-thirds majority of the members entitled to vote at an annual general meeting of the Organisation in a closed ballot.
    4. The founding members shall have full membership from the date of registration of the Organisation.
  7.  CANDIDATE MEMBERSHIP
    1. Should the Candidate member be nominated as aforesaid and should he or she meet the minimum qualifying criteria, he or she will then become eligible for Candidate Membership for a period of two years.
    2. During the period of candidate membership, he or she shall be required to submit an annual clinical audit and CPD points in relevant trainings.
    3. If the Executive Committee deems the audit and his or her professional conduct to be satisfactory, the candidate shall after 2 years become eligible for Full Membership. 
    4. The candidate shall then be nominated and seconded in writing by any members entitled to vote at an Annual General Meeting of the Organisation to the Honorary Secretary two months prior to the Annual General Meeting. 
    5. During the Candidate Membership period the Candidate Member shall be entitled to partake in all the activities of the org except that he or she would have no right to vote at an Annual General Meeting of the Organisation.
  8. OTHER CATEGORIES OF MEMBERSHIP
    1. Associated Membership
      1. Persons who are not medical practitioners but are registered in terms of the Health Professions Act or who are involved with the discipline or medical science associated with the Organisation shall be entitled to apply for associate membership, provided that the professional body of which they are members does not object.
      2. Associate members shall not have voting rights in matters affecting the Organisation, and their participation in the activities of the Organisation shall be limited to professional and technical matters.
  9. TERMINATION OR SUSPENSION OF MEMBERSHIP
    1. Every Member shall remain a member until his/her membership is terminated either by his/her resignation in writing addressed to the honorary secretary or by a decision of the Executive Committee or by suspension due to failure to pay the annual subscription fees in time.
    2. Suspension of Organisation:
      The activities of the Organisation shall be suspended if at any time its membership shall be less than ten members.
    3.  Control and managementThe general control, management and direction of the policy and affairs of the Organisation shall be vested in the Executive Committee 
  10.  THE EXECUTIVE COMMITTEE

    1.  The affairs of the Organisation shall be managed by an Executive Committee.
    2. The Executive Committee shall consist of at least 4 members, who shall be the office bearers of the Organisation.
    3. Office bearers will serve for 2 years, but they can stand for re-election for another term in office after that. Should there be no annual general meeting in an election year then the members of the Executive Committee shall remain in office until the following annual general meeting.
    4. The Executive Committee shall consist of a chairman, an immediate past chairman, a vice-chairman, an honorary secretary, a treasurer, and at least four members. Should an office-bearer resign during his/her term office, the Executive Committee may fill such vacancy by co-opting any eligible member of the Organisation. The Executive Committee has the right to co-opt such additional members to the Executive Committee as it sees fit.
    5.  A minimum of four regions must be represented on the executive committee.
    6. The election of the members of the Executive Committee shall be by majority vote at the annual general meeting of the Organisation.
    7. The honorary secretary may call for postal nominations of new Executive Committee members. Notice of the election and a request for nomination shall be dispatched at least twenty-one days before the annual general meeting. Each nomination must be addressed to the Honorary Secretary and must be signed by the proposer, the second and the candidate. The closing time for the nominations will be noon on the first day of the annual general meeting.
    8. The members entitled to vote at an annual general meeting of the Organisation at a general meeting shall from time to time confer and entrust to the Executive Committee members such powers, duties, responsibilities and authorities vested in them, or any of them, as the members of the Organisation may determine, and may confer such powers, duties, responsibilities and authorities for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient, and they may confer such powers, duties, responsibilities and authorities either collaterally or to the exclusion of, or in substitution for, all or any of the powers and authorities of the Executive Committee members and may from time to time revoke or vary all or any of such powers, duties, responsibilities and authorities as they may think fit and may revoke such appointment as they may think fit, provided that Executive Committee may only take such actions as may be deemed necessary in all matters affecting the legitimate interests of its members, and provided further that any action contemplated by the Organisation be in conformity with the policies and rules of the HPCSA.
    9. The Executive Committee members shall from time to time determine the remuneration of the Executive Committee members.
    10. Each Executive Committee member shall have the power to nominate another Executive Committee member to act as his alternate in his place during his absence or inability to act as such, provided that the appointment of an alternate shall be approved by the Executive Committee.
    11. The alternate Executive Committee members, whilst acting in the stead of the members who appointed them, shall exercise and discharge all the powers, duties and functions of the Executive Committee member they represent. The appointment of an alternate shall be revoked, and the alternate shall cease to hold office, whenever the Executive Committee member who appointed him ceases to be an Executive Committee member or gives notice to the Organisation that the alternate representing him has ceased to do so.
    12. If a member of the management committee fails to attend three consecutive Executive Committee meetings in person or by proxy without having applied for and obtaining leave of absence from the Executive Committee, then that member’s membership of the Executive Committee shall terminate ipso facto without further notice and the remaining members of the Executive Committee shall nominate and appoint another eligible member in his place, provided that such nominated and appointed replacement member shall only hold office until the next annual general meeting of the Organisation, where the voting members may appoint another person in his place.
    13. The Executive Committee shall meet at such times and at such places as they may deem necessary.
    14. Meetings of the Executive Committee shall be convened by not less than 7 (SEVEN) days’ written notice to all Executive Committee members, or such shorter period approved by the Executive Committee. 
    15. The quorum for any Executive Committee meetings shall be constituted if 5 (five) members or more of the Executive Committee are present at the meeting.
    16. If a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or, if that day is a Saturday, Sunday or public holiday, to the next succeeding day other than a Saturday, Sunday or public holiday and if, at such adjourned meeting, a quorum is not present within 30 (THIRTY) minutes from the time appointed for the meeting, the members (or their alternates) then present in person shall constitute a quorum.
    17. Any Executive Committee member not present at the adjourned meeting must be notified of any adjournment of a board meeting by phone, fax or electronic mail as soon as possible after the adjournment.
    18. Provided that a quorum is present at a meeting, resolutions of the Executive Committee shall be of force and effect if it is approved by an ordinary majority in number of the members present at a meeting.
    19. A resolution in writing, signed by ALL the members of the Executive Committee and entered into a minute book, shall be as valid and effective as if it were passed at an Executive Committee meeting duly convened and held. A resolution may be executed in any number of counterparts and in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when together, shall constitute one and the same instrument. A facsimile of a counterpart executed by a member shall be acceptable as temporary evidence of the execution by that member of that counterpart. Unless the contrary is stated in the resolution, any such resolution shall be deemed to have been passed on the date on which it was signed by the member last signing it. A fax of a resolution signed by a member shall be prime facie evidence that the member signed the resolution.
    20. Nothing in this agreement or otherwise shall prohibit the Executive Committee members from holding a meeting by way of telephonic, radio, television, electronic, audio-visual and/or any other similar way of communication, provided that:
      1. The place where the meeting is held shall be deemed the place where the chairperson of the meeting is situated for the course of that meeting, and
      2. The meeting that is thus held was convened in accordance with this constitution, and
      3. A quorum of members partake in the meeting, and
      4. The way in which the meeting is conducted enables all the participants in that meeting to partake simultaneously and that all discussions during that meeting can be heard by all participants to that meeting, and
      5. Resolutions of the Executive Committee passed at any such meeting, in order to be of any force or effect, shall be confirmed in writing and signed by all the Executive Committee members.
      6. All resolutions passed or matters transacted during the meeting be minuted in the Organisation’s minute book and that the minutes reflect the fact that the meeting was held by way of telephonic, radio, television, electronic, audio-visual and/or any other similar way of communication.
    21. The Chairman of the Executive Committee, if any, shall act as chairperson at meetings of Executive Committee members. If the Chairman is absent or not represented, then the Executive Committee members present at that meeting shall appoint a chairperson to preside as chairperson of that meeting. 
    22. The chairperson shall not have a casting or final vote.
    23.  Minutes shall be taken at every meeting to record the Executive Committee’s decisions. The minutes of each meeting will be given to Executive Committee members at least two weeks before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the Executive Committee, and shall thereafter be signed by the chairperson.
    24. The Executive Committee shall have the power and authority to raise funds or to invite and receive contributions.
    25. The Executive Committee shall further have the power and authority to buy or hire any property that it needs to achieve its objectives and to make such rules and by-laws for the proper management, including the procedure for application, approval and termination of membership, as they may deem necessary from time to time.
    26. The Organisation has the right to form sub-committees. All decisions that subcommittees take must be given to the Executive Committee for their approval or rejection.
    27. All members of the Organisation shall be bound by and shall abide by decisions that are taken by the Executive Committee.
  11.  THE ACADEMIC COMMITTEE AND MEDICAL PEER REVIEW
    1. The Organisation shall have an Academic Committee consisting of at least three (3) members of the Executive Committee.
    2. The Executive Committee shall be entitled from time to time to appoint additional members to the Academic Committee, to remove any such members and to from time to time confer and entrust to the Academic Committee such powers, duties, responsibilities and authorities as it may deem necessary.
    3. The Academic Committee will be responsible for approving accreditation and training as well as for the medical peer review. 
    4. Medical peer review is the process by which the professional review body considers whether a practitioner’s clinical privileges or membership in the Organisation will be adversely affected by a physician’s competence or professional conduct. 
    5. The foremost objective of the medical peer review process is the promotion of the highest quality of medical care as well as patient safety
  12. THE HONORARY SECRETARY, TREASURER AND ACCOUNTING OFFICER
    1. The Executive Committee members shall appoint an Honory Secretary and a Treasurer and they shall be entitled to remove such Honory Secretary and a Treasurer and they may from time to time confer and entrust to the Honory Secretary and a Treasurer such powers, duties, responsibilities and authorities as they may deem necessary.
    2. The honorary secretary shall keep records of all meetings of the Organisation and of its Executive Committee and shall conduct all correspondence concerning the affairs of the Organisation.
    3. The treasurer shall receive all moneys due to the Organisation and shall make all disbursements authorized by the Executive Committee.
    4. The Executive Committee members shall appoint an accounting officer for the Organisation. His or her duty shall be to check and report on the finances of the Organisation, to compile annual financial statements for the Organisation according to generally accepted accounting standards and to deliver to the Director of Non-profit Organisations the annual financial statements for the Organisation within six months after the financial year end.
  13. ANNUAL GENERAL MEETINGS
    1. The annual general meeting of the Organisation shall be held on a date, time and at such venue as may be determined by the Executive Committee, but at least once a year within three months after the year-end of the Organisation.
    2. Notice of every Annual General Meeting shall be given at a reasonable period ahead of the date scheduled for such meeting, but in any event no less than 14 (FOURTEEN) days before the meeting.
    3. The Organisation should deal with the following business, amongst others, at its annual general meeting:
      1. Agree to the items to be discussed on the agenda.
      2. Attendance list
      3. Read and confirm the previous meeting’s minutes with matters arising.
      4. Chairperson’s report.
      5. Treasurer’s report.
      6. Approval of financial statements.
      7. Changes to the constitution that members may want to make.
      8. Elect new office bearers.
      9. General.
      10. Close the meeting.
    4. Only members who have obtained full membership of the Organisation shall be entitled to vote at an annual general meeting.
    5. At least 20.00% (twenty percent) of the members of the Organisation entitled to vote at a meeting, present in person or by proxy, shall be required to constitute a quorum for an Annual General Meeting, provided that if, within 30 (THIRTY) minutes from the time appointed for a meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or, if that day is a Saturday, Sunday or public holiday, to the next succeeding day other than a Saturday, Sunday or public holiday and if, at such adjourned meeting, a quorum is not present within 30 (THIRTY) minutes from the time appointed for the meeting, the members then present in person or by proxy shall constitute a quorum. Any member not present must be notified of any adjournment of a meeting by phone, fax or electronic mail as soon as possible after the adjournment.
    6. Voting shall take place by show of hands unless specifically otherwise requested by a member of good standing.
    7. Voting by proxy will be allowed provided such proxy is duly signed and witnessed by two witnesses. Such proxies must be handed to the Honory Secretary before any vote is called.
    8. Provided a quorum is present at the meeting, all resolutions passed at an Annual General Meeting must be approved by an ordinary majority of the voting members present at the meeting in order to be of any force and effect.
    9. Minutes shall be kept of all matters serving and all resolutions passed at an Annual General Meeting. 
    10. The Organisation shall not engage in, agree to, perform or undertake any of the following acts or matters, except as may be approved or agreed to by not less than two-thirds of the members of the Organisation entitled to vote at a meeting, present in person or by proxy:
      1. The incurring of any debts other than those arising in the ordinary course of business.
      2.  The institution of any proceedings other than those arising in the ordinary course of business.
      3. The discontinuance of any of the material business activities of the Organisation.
      4. The sale or other disposal of any material asset of the Organisation.
      5. The winding-up of the Organisation.
      6. The year-end of the Organisation.
      7. Any change in auditors/accounting officers and the financial policies of the Organisation.
      8. Any change in the constitution of the Organisation.
    11. The Chairperson of the Executive Committee shall act as chair person at any Annual General Meeting, and if he is absent or not represented, the members present at that meeting shall appoint a chairperson to preside as chairperson of that meeting. The chairperson shall not have a casting or final vote.
  14. EXTRAORDINARY GENERAL MEETINGS
    1. Extraordinary general meetings of the Organisation may be held from time to time and shall be called by the Executive Committee on the requisition of not less 20.00% (twenty percent) of the Organisation’s members who are entitled to vote at an annual general meeting.
    2. The provisions of clause 13 shall apply mutatis mutandis to any Extraordinary general meeting.
  15. SUB-GROUP
    1. It shall be competent for the Organisation to allow the formation of sub-groups of the Organisation within the framework of one or more of the branches or divisions of the Organisation, or in such other manner as may be desirable. Such sub-group may be allowed powers or independent actions in local matters as may be approved by the members in an Annual General Meeting, provided that such action is not in conflict with the general policy and the rules of the Organisation and of the sub-group Organisation.
    2. Such sub-group shall consist of a chairperson, an honorary secretary, a treasurer and an executive committee of not less than four full members, all of whom shall be appointed by the members at an Annual general Meeting of the Organisation. 
    3. Reports of all activities of the sub-group and all local actions taken shall be submitted by the honorary secretary/treasurer of the sub-group to the honorary secretary of the Organisation at such times, from time to time required by the Executive Committee of the Organisation.
    4. Where insufficient members exist to form a sub-group the Executive Committee may ask a senior member practicing in that area to act as liaison officer between those physicians and the Executive Committee.
    5. All income received by any sub-group shall be paid to the treasurer of the Organisation without delay.
  16. SUBSCRIPTION FEES
    1. The Organisation shall obtain funding for its activities by way of annual subscription fees levied on all members.
    2. All members shall pay to the Organisation such subscription fees as may from time to time be prescribed by the Executive Committee.
  17. ANNUAL REPORTS
    1. The Secretary shall submit a Secretary’s Report to the Annual General Meeting of the Organisation.
    2. The Treasurer shall submit a financial statement to the Annual General Meeting of the Organisation.
    3.  The accounting officer shall submit a financial statement to the Annual General Meeting of the Organisation.
  18. CONGRESSES
    1. The Organisation may organize aesthetic or anti-aging medicine congresses and scientific meetings at such time and places as it may deem proper. 
    2.  The Organisation may approve or be affiliated to appropriate congresses.
    3. The Executive Committee shall appoint an organizing committee to arrange such congresses. All arrangements made by the Organizing Committee shall first be approved by the Executive Committee.
    4. All income generated by any congress or meeting organized by the Organisation shall be paid over to the Treasurer of the Organisation without delay.
  19. AMENDMENTS OF THE CONSTITUTION
    1. The constitution can be changed by a resolution. The resolution has to be approved by not less than two-thirds of the members of the Organisation entitled to vote at an annual general meeting.
    2. A written notice must be sent to all members entitled to vote at an annual general meeting not less than fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must set out the proposed changes to the constitution that will be discussed at the meeting. 
    3. No amendments may be made which may jeopardise the legal existence and registration of the Organisation.
  20. FINANCE
    1. An accounting officer shall be appointed at the first annual general meeting. His or her duty shall be to check and report on the finances of the Organisation.
    2. The Treasurer’s job is to control the day to day finances of the Organisation. The Treasurer shall arrange for all funds to be deposited into a bank account or accounts with a registered bank or banks in the name of the Organisation. The Treasurer must also keep proper records of all the finances.
    3. Whenever funds are drawn on the bank account of the Organisation, the chairperson and at least two other members of the Executive Committee must sign the withdrawal or cheque.
    4. The financial year of the Organisation shall end on 28/29 February.
    5. The Organisation’s accounting records and reports must be ready and handed to the Director of Non-profit Organisations within six months after the financial year end.
    6. If the Organisation has funds that can be invested, the funds may only be invested with registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, or in securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985.
  21. DISSOLUTION/WINDING-UP
    1. The Organisation may cease its activities and be terminated by resolution approved by at least two-thirds of the members entitled to vote at an annual general meeting of the Organisation at a meeting convened for the purpose of considering such matter.
    2. All debts of the Organisation must be paid in full before the Organisation can be wound-up.
    3. If, after all debts have been paid in full, there is property or money owned by the Organisation left, it shall not be paid or given to the members of the Organisation.
    4. It shall be given or transferred in some way to another non-profit Organisation that has the same or similar objectives approved by the members at the meeting.

This constitution was approved and accepted by the members of the Aesthetic and Anti-aging Medicine Organisation of South Africa at a special (general) meeting held on