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CONSTITUTION AND RULES OF SOUTHERN AFRICAN HIV CLINICIANS SOCIETY

ARTICLE 1 SOCIETY DETAILS

1.1 There is hereby established a society not for gain and by members of this society known as the Southern African HIV Clinicians Society. [The Society ]

1.2 The headquarters of the Society shall be at Plot 258/259, Molefi Close, Extension 5 , Gaborone.

1.3 The Society shall be affiliated to the Southern African HIV Clinicians Society in Johannesburg, South Africa.

ARTICLE 2 GLOSSARY

The following words and expressions shall have the following meanings:-

2.1 "Society'' shall mean the Southern African HIV Clinicians Society in Botswana.

2.2 "Executive Committee " shall mean the governing body of the Society in Botswan appointed in terms of this Constitution.

2.3 Words signifying the singular number shall include plural or vice versa, and words signifying the masculine shall include the feminine unless they appear specifically otherwise from the context.

ARTICLE 3 OBJECTS OF THE SOCIETY

The objects of the Society are as follows:-

3.1 To promote the highest standards in the medical care of HIV positive individuals in Botswana by all clinicians in both the public and private sectors.

3.2 To act as the representative body of the clinicians treating HIV in Botswana, in their dealings with government or any other relevant organisation or party.

3.3 To provide a forum for clinicians via which knowledge and experience of care of HIV positive individuals can be shared.

3.4 To assist in the development of a private/public partnership between the private medical sector and public medical sector, to enhance access by all people in need of HIV treatment in Botswana to the treatment they require.

3.5 To assist in drawing up clinical guidelines and also to assist in periodic revision of clinical guidelines for management of HIV in Botswana.

3.6 To organise and promote conferences, training courses and other forms of continuing medical education for HIV clinicians in Botswana.

3.7 To provide a consultancy service to members, concerned with issues related to clinical management of HIV in Botswana.

3.8 To do all such other lawful things as may be incidental or conducive to the promotion of the objects of the society.

ARTICLE 4 MEMBERSHIP

4.1 There shall be two classes of membership,namely full members and associate members.The following provisions apply to the classes of membership :

4.1.1 Full membership shall be open to all fully registered medical practitioners, by physical presence and introduction to the Secretary or Chairman, and subsequent payment of the annual membership fee.

4.1.2 Associate Membership shall be open to all persons in related professions involved in the care of HIV positive individuals as the Executive Committee [as hereinafter defined]in its absolute discretion may elect.

4.2 Membership of both classes shall be availed upon application for membership to the Secretary of the Society in writing in a form prescribed by the Society,subject to approval by the Executive Committee.

4.3 Where a person is advised by the Secretary that his application for membership of the Society has been approved by the Executive Committee, the person shall on payment of the approved entrance fee, immediately :

4.3.1 Become entitled to the benefits and priveleges of membership of the Society ;

4.3.2 Become liable for the annual subscription due for the year in which her/his membership is accepted ;

4.3.3 Be bound by this Constitution.

4.4 The entry fee, annual subscription for members shall be fixed by the Executive Committee except that any resolution on this matter approved by majority at a General Meeting shall be binding on the Executive Committee.

4.5 Subscription shall be due and payable on January 1st each year. If a member fails to pay his annual subscription within a month of it falling due and payable, the Treasurer shall immediately notify the member concerned of non-payment. If the sum is not paid within a month of such notification, the member shall cease to be a member of the Society unless the member explains his/her defaultto the Treasurer.Membership so lost may be re-instituted at the discretion of the Executive Committee uopn payment of all arrear subscriptions.

4.6 Membership may be terminated in the following circumstances :

4.6.1 By resignation,in which case no subscriptions paid shall be refunded ;

4.6.2 Upon sentence to imprisonment without option of a fine for a criminal offence ;

4.6.3 Upon being struck off the relevant register[s] of the Botswana Health Professions Council for misconduct ;

4.6.4 By expulsion by the Executive Committee on the grounds of conduct detrimental to the honour and interests of the medical profession and/or Society and pursuant to a decision of the Executive Committee taken in accordance with Article 11.

4.7 Should the person whose membership has been terminated have been an office bearer of the Society, his or her place as office bearer shall be filled by majority vote of the remaining members of the Executive Committee until the occasion of the next Annual General Meeting.

ARTICLE 5 OFFICE BEARERS

5.1 The governing body of the Society shall be composed of an Executive Committee elected and appointed from the Full Members at the Annual General Meeting.

5.2 The office bearers of the Executive Committee shall be the Chairman, the Vice Chairman , the Treasurer and the Secretary.

5.3 The Executive Committee shall furthermore consist of a maximum of six additional members , at least two of whom shall be full members.

5.4 The Executive Committee may co-opt a member to serve on the committee in the event of the loss of a committee member for whatsoever cause.The Executive Committee may invite any person to attend its meetings.

5.5 The office bearers and additional members of the Executive Committee shall be elected at the Annual General Meeting of the Society and in accordance with the following procedure :

5.5.1 At each Annual General Meeting , the members shall elect the office bearers and the six additional members of the Executive Committee. Those retiring from the Executive Committee shall be eligible for re-election.

5.5.2 Nominations of fully paid up members to assume positions of office bearers or additional members on the Executive Committee shall be submitted in writing to the Secretary within foruteen days of the date of notice calling the meeting. The nomination shall state :

5.5.2.1 The name of the person nominated by the member ;

5.5.2.2 The position on the Executive Committee for which the person is being nominated ;

5.5.2.3 The curriculum vitae of the nominated person ;

5.5.2.4 The nomination shall be made by a proposer and a seconder , both of whom shall be fully paid up members .The nomination shall contain the written consent of the nominee to accept the position on the Executive Committee for which he is nominated.

5.5.2.5 Within twenty one days of the date of the notice calling the meeting , the Secretary shall despatch to each member , a proxy form to be completed as to nominees of the office bearers and for the additional members of the Executive Committee.

5.6 The office bearers shall be elected by ballot of the members present at the Annual General Meeting. The person securing the most votes in each category of office bearer shall be elected to that office for the following twelve months. In the event of a tied vote , the Chairman shall have a casting vote.

5.7 The Executive Committee shall have the power to fill any vacancy which may occur in the committee itself in its term of office, provided such vacancy shall not be that of the Chairman. In the event that the office of the Chairman becomes vacant, a Special General Meeting shall be called for an election. In the event that more than half of the Executive Committee resigns from office, a Special General Meeting shall be called to elect a new executive Committee.

ARTICLE 6 EXECUTIVE COMMITTEE MEETINGS

6.1 The Executive Committee shall not meet less that six times time annually upon dates and at times determined by the Chairman.The meetings shall be convened by the Chairman or in his/her absence the Secretary, who shall be obliged to convene a meeting upon receipt of a demand in writing from two members of the Executive Committee, the meeting to be held within ten days of the receipt of the demand.

6.2 A quorum for an Executive Committee meeting shall consist of five members .The Secretary shall take a minute of each meeting or shall delegate anoyther member of the Committee to do so in his stead.In the event of a quorum not being presentfor an Executive Committee meeting, the meeting shall be adjourned for a period of seven days to be reconvened following notice given by the Secretary to all Executive Committee members within three days of the adjourned meeting. At the reconvened meeting , the numbers present shall constitute the proper quorum for that meeting.

6.3 In the event of a disagreement between members and an Office bearer or executive Committee member to the point where the majority of the members feel tht said individual no longer represents the views, objects and aspirations of the Society's members , a motion of no confidence may be balloted upon pursuant to a Special General Meeting convened for that prupose in accordance with Article 9, and if passed by the majority of members present, the individual concerned must vacate his/her position with imediate effect, to be replaced by another member nominated by a majority of the members.

ARTICLE 7 MANAGEMENT OF THE SOCIETY

7.1 All business of the Society and its affairs shall be managed and controlled by the Executive Committee.The Committee shall have full power to carry out the Objects of the Society, except where such powers are expressly reserved to a Special or General Meeting.

7.2 In addition the executive Committee shall have the authority :

7.2.1 To buy, sell, let,hire,exchange or transfer,receive by way of donations or otherwise,movable or immovable property including debentures , stoocks and shares, to invest the funds of the Society in Government, any types of bonds, or on fixed deposit or otherwise, in banks, building societies or like organisations;

7.2.2 To borrow money on security of the immovable property and pass mortgage bonds,deeds of hypothecation on the same ;

7.2.3 To open and operate bank accounts and to draw , make , accept , endorse ,discount ,execute, issue,buy and deal in bills of exchange ,promissory notes,bills of lading, debentures,bonds,and any other negotiable instruments and in particular hire purchase agreements,sales agreements, or other forms of agreement whereby merchandise or other immovable property is sold or leased to a purchaser or lessee on credit ;

7.2.4 To grant sums of money out of the funds of the Society for suitable charitable purposes ;

7.2.5 To seek , obtain and manage financial assistance from Government,commercial and other organisations that may be necessary to achieve the objects of the Society in Botswana ;

7.2.6 To generally deal with property and funds of the Society, including without limiting the generality odf the foregoing to pay out of the funds of the Society all costs, charges and expenses preliminary to and incidental to the formation ,establishment ,promotion and advertising of the Society ;

7.2.7 To institute and defend legal proceedings on behalf of the society and for that purpose to sign and execute any necessary powers of attorney and resolutions ;

7.2.8 To employ or hire any employee for purposes of carrying out the business of the Society and to ratify and adopt any existing contract of employment of any eemployee or employees of the Soviety pre-dating the registration of this Constitution ;

7.2.9 To appoint an auditor to examine and report upon the accounts of the Society , to remunerate him accordingly for services rendered ;

7.2.10 All monies due to the Society , by way of subscriptions or otherwise, shall be paid to the Treasurer,numbered receipts shall be issud therefore,such monies shall immediately be deposited to the bank account in the name of the Society.

7.2.11 As far as convenient, payments by the Society shall be by cheque drawn upon the Society's bank account , and such cheques shall be signed by two members of teh Executive Committee nominated by the Executive Committee ;

7.2.12 The Treasurer shall prepare annually and circulate to all members at the Annual General Meeting an audited balance sheet and income and expenditure account ;

7.1.13 The financial year of the Society shall run for twelve consecutive months from January 1st to December 31st of the same calendar year.

7.1.14 The Executive Committee shall have the authority to register the name and constitution of the Society in accordance with any appropriate law ;

7.1.15 The executive Committee shall have the authority to ebter into any reciprocal arrangemnets with any other similar society anywhere in the world provided that such arrangements benefit the Society and/or its members.

ARTICLE 8 GENERAL MEETINGS

8.1 The Annual General Meeting of the members shall be held no later than four months after the end of the financial year.

8.2 The Chairman or Secretary in his stead shall give notification of the date and venue of the Annual General Meeting in writing to each member of the Society not less than three weeks in advance of such meeting. The notice shall contain :

8.2.1 The agenda

8.2.2 Copies of the financial statements of the Society for the preceding financial year

8.2.3 A list of the office bearers and additional members of the Executive Committee who are due to retire at the Annual General Meeting , and which of such persons are available for re-election

8.2.4 The non-receipt of ny notice of general meeting shall not invalidate the proceedings of the meeting

8.3 The quorum for the Annual General Meeting shall be thirty three percent of the paid up members. In the event of a quorum not being present,the meeting shall be adjourned for a period of twenty one days. The Secretary shall give written notice of such adjournement within seven days to all members . At the resumed meeting , such members as are present shall constitute a quorum.

8.4 Any general meeting shall have the power in terms of this Constitution to raise and decide any matters whatsoever

8.5 The Chairman of the Society or in his absence the Treasurer or in his absence any member elected by the meeting shall act as chairman of the annual General Meeting.

8.6 The Chairman shall present an anuual report to the Annual General Meeting.

8.7 The Treasurer shall present a report in respect of the preceding financial year to the Annual General Meeting

8.8 Minutes of the Annual General meeting shall be taken and confirmed at the folloewing Annual General meeting.

8.9 The Chairman of the Annual General meeting shall prescribe the procedure to be adopted at the Annual General Meeting provided that :

8.9.1 With the exception of amendment of the Constitution , the election of members of the Executive Committee and dissolution of the society, all matters shall be decided by show of hands on a simple majority of those voting

8.9 2 In the event of a tied vote, the Chairman shall have a casting vote.

8.10 Each member present shall have one vote.

8.11 Only members shall be entitled to be present at the Annual General Meeting, either in person or by proxy, provided that the member shall have caused the proxy form to be delivered to the Secretary at least forty eight hours prior to the commencement of the meeting

8.12 Only a member of the Society can be a proxy. The proxy form in respect of the AGM shall be as set out in annexure "A"

8.12 Items for inclusion on the Agenda shall be submitted to the Secretary not later than twenty eight days before the meeting.

ARTICLE 9 SPECIAL GENERAL MEETINGS

9.1 The Executive Committee shall upon the petition of not less than 33% of the members of the Society, call a special general meeting for the transaction of business specified in the petition.

9.2 Such a meeting shall also be convened on written request to the Secretary of not less than three members of the Executive Committee.

9.3 Within seven days of receipt of such a petition, the Secretary on behalf of the Executive Committee will give not less than twenty-one days written notice to each member of the date, time and location of the special general meeting.

9.4 Such notice shall contain the agenda of the Special General Meeting as well as the proxy form for the Special General Meeting .

9.5 The Executive may also call a special general meeting when the Executive deems it necessary to discuss issues of an urgent nature with members when it is not appropriate for discussion of these issues to be delayed until the Annual General Meeting.

9.6 In the event of a petition from 33% of the members being received by the Executive Committee and the Executive Committee fails to call the necessary special general meeting, any member of the Society may call the meeting and any member may be appointed to chair such a meeting.

ARTICLE 10 SUB-COMMITTEES

10.1 The executive Committee shall have the right to appoint subcommittees from among its members for such purposes and at such times as it deems advisable . Such subcommittes may be augmented by the co-option of members of the Society provided that a majority of the subcommittee are members of the Executive Committee.The Executive Committee shall decide upon the extent of the responsibilities of the sub committees and once the specific issue of each subcommittee has been dealt with to the satisfaction of the Executive Committee, the subcommittee shall be disbanded.

ARTICLE 11 DISCIPLINE

11.1 Where the Executive Committee and/ or a member is of the opinion that another member has acted in a manner that is detrimental to the honour and objects of the society,or has behaved in a manner unbefitting a member of the medical profession, a formal written letter of complaint shall be forwarded to the executive Committee via the Secretary.

11.2 The executive Committee shall convene a meeting to discuss the alleged misconduct within foruteen days of becoming informed of it. If the Executive Committee decides that thereis indeed a case to be investigated , it shall inform the complainee of same and afford him the opportunity to address the executive committee on the matter after a furher fourteen days.A guilty verdict shall result in termination of the complainee's membership of the Society.Should the complainee wish to a[ppeal the decision,he may ask to call a special general meeting of the Society, which meeting shall then be convened by the Executive Committee under the terms of clause 9.2

11.3 The final verdict will be decided by majority ballot of those present at the meeting.

ARTICLE 12 SETTLEMENT OF DISPUTES

12.1 Any dispute arising out of or in connection with any matter concerning the Society shall be resolved in accordance with the procedure provided in Article 11 in respect of the discipline of a member , which procedure shall be interpreted mutates mutandis.

ARTICLE 13 LEGAL PERSONALITY AND PROCEEDINGS

13.1 The society shall be a corporate body with universal succession and shall have the power to sue and be sued in its own name,and service of legal process shall be at its principal place of business, subject to applicable legal rules,on the Secretary at such office.

13.2 The society is liable for its own debts, and any assistance granted to any person or body, whether corporate or incorporate , shall not render it liable for the debts of sucjh a person or body.

13.3 The society shall exist apart from its members who shall not be liable for the debts of the Society.

ARTICLE 12 DISSOLUTION OF THE SOCIETY

12.1 The Society shall only be dissolved or merged with another society with similar purposes and objectswhen a resloution to that effect is passed by two thirds majority of members present and voting at a duly convened Special General Meeting of members , or by application to the High Court of Botswana by the Executive Committeon the bona fide grounds that the society has become dormant and is unable to fulfill its purpose and objects , or that it has become just and equitable for the society to be dissolved.

12.2 Upon the Society being dissolved, the Executive Committee shall attend to the discharge of the Society�s liabilities, realise the Society�s assets and pay out any surplus to a deserving charitable organisation not for gain puruing objects similar to those of the society as shall be determined by those present at the dissolution meeting.

12.3 On merger with another society, the assets of this society shall accrue to the society which is the product of the merger.

ARTICLE 13 INDEMNITIES

13.1 Every office bearer , every member of the Executive committee , every member of a properly constituted subcommittee , every agent and every employee of the society shall be indemnified out of the funds of the society against all costs,charges,expenses, lossesor liabilities incurred by him in the bona fide conduct of the society business. No such person shall be liable for any loss incurred upon any ground whatsoever other than by his own wilful acts or defaults.

ARTICLE 14 AMENDMENTS OF THE CONSTITUTION

14.1 Any proposed amendment shall be spelt out in precise terms in the notice convening the Annual General meeting or Special General Meeting at which the amendment is to be discussed.

14.2 The Constitution shall only be amended by a two thirds majority of those members present and voting at the General Meeting.

14.3 An amendment shall be binding only after the amendment has been approved by the Registrar of Societies.

ARTICLE 15 TRANSITIONAL PROVISIONS

15.1 The interim committee appointed in June 2002 shall carry out the functions of the Executive Committee until the Annual General Meeting in mid 2003.

15.2 The office bearers and additional Executive Committee members duly elected at the Annual General Meeting of mid 2003 shall remain in office until the first Annual General Meeting following registration of the Society with the Registrar of Societies, which shall take place as soon after the end of the Society's current financial year as may be convenient, but no later than 4 months after the end of the financial year.

Dated this 13th day of August, 2003, Gaborone, Botswana

Membership form