CONSTITUTION OF THE SOUTHERN AFRICAN LABORATORY DIAGNOSTICS ASSOCIATION (SALDA)
Whilst acknowledging the work undertaken by local players in establishing a trade association for the laboratory diagnostics sector and honouring those who have spent many hours in bringing the industry to this point;
Whereas the Founding Members of The Southern African Laboratory Diagnostics Association (“SALDA”) agreed to form a voluntary association on the basis of this Constitution, be it recorded as follows:
The main objectives of SALDA are to:
1.1 Represent the interests of its members in the laboratory and in vitro diagnostics (“IVD”) environment and participate at all relevant forums, which shall include but not be limited to, representation at health sector industry bodies, government departments and health sector stakeholder and industry collaborations.
1.2 Respond to health sector and business environment changes affecting the interests of its members.
1.3 Promote the field of IVD in the health sector and broader business community and to interact with other health sectors and business stakeholders as may be required from time to time.
1.4 Make representations to legislative authorities where legislative and regulatory frameworks are proposed and bring all legislative and regulatory issues affecting its members to the attention of appropriate authorities.
The above objectives will be exercised with due consideration to the boundaries placed on trade associations by competition law.
2.1 Membership of SALDA shall be open to all qualified and interested parties who shall be companies or similar legal entities, supplying product as manufacturers or importers in the IVD environment and who subscribe to the SALDA objectives and Constitution and Code of Conduct and which members shall be deemed to be “members”.
2.2 All members shall be either:
2.2.1. Local companies, i.e. companies or similar entities with their head-offices in Southern Africa and known to be “Southern African” or “local” companies or entities, which includes smaller local enterprises; or
2.2.2. Multinational companies, i.e. companies or similar entities with their head-offices in other countries, and where the local operation of such multinational functions within the frameworks set by the global entity and where such companies or entities having a substantial global presence.
2.3 SALDA shall, at its sole discretion, through its Executive Committee, appoint persons or entities to be honorary members of SALDA, based on their unique contribution to or experience in the IVD sector and such persons or entities may, from time to time, be invited to attend General Meetings or participate in other SALDA activities, and the receive selected SALDA communications, and such honorary members shall not be liable to pay any membership fees and shall have no voting rights at any SALDA event or meeting or in any SALDA structure.
3 APPLICATION FOR MEMBERSHIP OF SALDA
3.1 Application for Membership shall be made in writing, directed to the Executive Committee of SALDA through of the office of the Executive Officer.
3.2 Each application for membership shall be accompanied by a subscription fee as is proposed by the Executive Committee and approved annually at an Annual General Meeting (AGM) or Special General Meeting (SGM).
3.3 The Executive Committee will evaluate the membership application against the objectives and criteria set for membership by SALDA according to this Constitution.
3.4 The criteria for membership shall include, at least:
3.4.1 Subscribing to the SALDA Objectives and Constitution;
3.4.2 Subscribe to the SALDA/SAMED Code of Ethics, and/or any other Code subscribed to by SALDA from time to time and its enforcement mechanisms;
3.4.3 Participation in SALDA activities, structures and events, as is required from time to time and to dedicate resources to SALDA to ensure the fulfilment of SALDA objectives; and
3.4.4 Compliance with any additional criterion as set by the Executive Committee and approved by the AGM from time to time.
3.5 All members shall, upon acceptance of their membership and at regular intervals thereafter, inform the office of the Executive Officer of the person(s) mandated to represent it at various structures of SALDA and shall ensure that all contact details of such persons are, at all times, current and accurate.
4 TERMINATION OF MEMBERSHIP
4.1 Any member desiring to withdraw from membership may do so by giving 3 months written notice of the date of such withdrawal and all subscription fees already paid or due in such notice period has to be paid in full and such member will not be entitled to any partial or full refund of subscription fees already paid.
4.2 Membership can also be terminated under the following circumstances:
4.2.1 Where a member has brought SALDA into disrepute;
4.2.2 Where a member violates or undermine the SALDA Constitution or the objectives flowing from the Constitution and SALDA-approved activities;
4.2.3 Where a member has been found guilty of a violation of the SALDA or any other applicable Code and the appropriate sanction was found to be termination of SALDA membership;
4.2.4 Where the member has not paid annual subscription fees and ignored reminders of payments as issued on the instruction of the Treasurer of SALDA;
Payment terms are 3 months from invoice and are expected to be paid timeously. Failure to do so in the year of being invoiced will result in membership in the following year being terminated.
4.2.5 Where any office-bearer or elected representative or member-representative on a SALDA structure repeatedly and without tendering acceptable apologies, fail to attend meetings, events and engagements of SALDA in which his or her presence is required, within the guidelines issues by the Executive Committee from time to time.
4.3 Prior to termination, the affected member shall be given the opportunity to state its case to the Executive Committee, the Executive Committee shall apply its mind to the matter and make a finding based on the provisions of this Constitution and all relevant information and documents placed before it.
5.1 If a member has withdrawn or ceased to be a member they can be reinstated by the Executive Committee on application or at the sole discretion of the Executive Committee provided all their obligations to SALDA have been met.
5.2 No member whose membership has been terminated in terms of clause 4.2 and 4.3, shall be reinstated without prior approval of the Executive Committee and upon good cause shown as to why such member should be reinstated.
6.1 The annual subscriptions of SALDA shall be for such amounts and payable at such times as the Executive Committee, having obtained prior approval from the members at an AGM, may from time to time decide.
6.2 In addition a special levy to meet any special, unusual or other expenses may be imposed from time to time by a general meeting on the recommendation of the Executive Committee and approved by the members in general meeting.
6.3 Reminders of annual and renewal of subscriptions shall be posted to members electronically and payment will be expected within 30 days from invoice
7 ANNUAL GENERAL MEETING
7.1 SALDA shall hold its AGM once in every financial year at such time and place as may be determined by the Executive Committee, provided that not more than 15 (fifteen) months shall elapse between any two such general meetings.
7.2 The AGM shall consider the following matters:
7.2.1 The appointment of an Executive Committee;
7.2.2 A report by the Treasurer as to the financial affairs of SALDA;
7.2.3 A report by the Executive Committee as to the general affairs of SALDA and in particular how the objectives of SALDA have been carried out in the period since the previous AGM and which shall include a report on the work of all committees and sub-committees established by the Executive Committee;
7.2.4 A report from the Executive Officer as to the day-to-day affairs of SALDA;
7.2.5 Any matter placed on the AGM agenda by any member and which falls within the objectives of SALDA and which, in the opinion of the Executive Committee, warrants discussion at the AGM;
7.2.6 Any resolution submitted to the Executive Committee via the office of the Executive Office in writing at least 14 (fourteen) ordinary days prior to the AGM.
8 NOTICE OF ANNUAL GENERAL MEETING
8.1 An AGM shall be called by not less than 21 (twenty one) ordinary days’ notice in writing. The notice shall be exclusive of the days on which it is served or deemed to be served and of the day for which it is given.
8.2 Notwithstanding the fact that an AGM is called by shorter notice than that specified in this clause, it shall be deemed to have been duly called if it is so agreed by at least 13 (thirteen) SALDA members having a right to attend and vote at the meeting, such approval being secured by written or electronic means.
8.3 Such notice shall specify the place, the day and the hour of the meeting and the general nature of the business.
8.4 Such notice shall be given to all paid up members of SALDA directed to the person so designated in terms of this Constitution.
9 PROCEEDING AT ANNUAL GENERAL MEETING
9.1 No matters will be discussed at the general meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be constituted by 13 (thirteen) of the members of SALDA who are entitled to vote at the annual general meeting and who are personally present at any such meeting.
9.2 If, within half an hour after the time appointed for a 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 at the same place or if such other place be more available to such other place as the chairperson may appoint. But should such day be a public holiday then it shall be adjourned to the first business day following such public holiday and if at such adjourned meeting a quorum is not present, those members who are present shall be a quorum and may transact the business for which the meeting was convened. Written notice of the adjournment shall not be required to be given to members.
9.3 Where a meeting has been adjourned as aforesaid, SALDA shall, upon a date not later than 3 (three) days after the adjournment ,send a written notice including notice by e-mail, to each member of the company stating:-
9.3.1 the date, time and place to which the meeting has been adjourned;
9.3.2 the matter before the meeting when it was adjourned; and
9.3.3 the grounds for the adjournment.
9.4 The chairperson or alternate (Vice Chair or designated chair for the meeting) of SALDA shall preside as chairperson at every annual general meeting of the company.
9.5 If the chairperson (or designated chair for the meeting) at the AGM is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the deputy chairperson shall act in his or her stead failing which the members present shall elect one of their number to be chairperson.
9.6 The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
10 VOTING OF MEMBERS AT AN ANNUAL GENERAL MEETING
At any AGM, a resolution put to the vote of the meeting shall be decided on by the show of hands, unless the matter is deemed sensitive by the chairperson, in which case the vote will be taken by means of a paper-based or electronic ballot. On a show of hands or based on the ballot, every member present in person or by proxy shall have one vote. All questions at a meeting shall be decided by a majority of votes of members attending, including proxies.
11 CONSENSUS AND DEADLOCK
11.1 In any meeting of SALDA, whether an AGM or any general meeting or in any committee or structure of SALDA, a case of an equality of votes remain as regards any decision or resolution put to the vote, the Chairperson shall have a casting vote.
11.2 In the meetings of SALDA Committees and subcommittees, including the Executive Committee and all meetings of all other SALDA structures, save for AGMs and General Meetings, matters may be decided by consensus and only failing the achievement of consensus will matters be put to a vote.
11.3 Any resolution passed by the Executive Committee may be passed by way of round robin resolution. Any round robin resolution must be approved by a member of the Executive Committee within 7 (seven) days of passing thereof, failing which the resolution shall be null and void and of no force and effect.
12 MINUTES and AGENDAS OF ALL SALDA MEETINGS
12.1 Minutes shall be kept of every meeting of SALDA, including but not limited to meetings of the Executive Committee, subcommittees, and of every AGM, SGM and every general membership meeting of SALDA.
12.2 All approved and signed minutes referred to in this clause are posted on the members-only section of the SALDA website or could be made available to members on request.
12.3 Minutes will ordinarily be sent by email to members of such SALDA structures or committees within reasonable time after such meeting took place.
12.4 Prior to all SALDA meetings an agenda must be sent to all attendees within a reasonable time before the meeting and any items which may be deemed confidential must be indicated on the agenda under item for confidential/sensitive discussion.
13.1 Members may attend, speak and vote by proxy on the forms designed and provided for this purpose by the office of the Executive Officer.
13.2 No proxy may be provided to a non-SALDA member.
13.3 Proxies shall be submitted by hand or electronically but duly signed, to the office of the Executive Officer within 48 (forty eight) hours before the time for holding the meeting.
14 EXECUTIVE COMMITTEE
14.1 The Executive Committee shall be elected by the AGM according to the provisions of this clause:
14.1.1 At least 4 (four) persons representing multinational members;
14.1.2 At least 4 (four) persons representing local members;
Up to a maximum of 9 (nine) persons, provided that no member shall have more than one representative on the Executive Committee.
14.2 The Executive Officer shall call for nomination of persons when notice of the AGM is given and only if no nomination or not sufficient nominations have been received, shall members be entitled to nominate persons on the day on which the AGM is held.
14.3 At the end of the first term of office, at least four members of the Executive Committee shall step down, but may be eligible for re-election, of which two such persons shall be from multinational members, and two from local members. The decision as to the persons who will step down shall be made at the last Executive Committee meeting preceding the notice of the AGM.
14.4 In order to ensure continuity within SALDA, a minimum of 3 (three) of the members of the Executive Committee shall be re-elected at each AGM, and this minimum shall mean that more than the 3 (three) persons may be re-elected, subject to the provisions of clause 15.
14.5 The Executive Committee shall elect from amongst their members a chairperson and a vice-chairperson who shall become the chairperson and vice-chairperson of SALDA, for a period of one year.
14.6 The Executive Officer shall be an ex officio member of the Executive Committee but shall not have any voting rights.
14.7 Five (5) members of the Executive Committee shall constitute a quorum, provided that at least two (2) members are from amongst the representatives of the multinational membership and from the representatives of the local membership.
14.8 Each representative shall, after his or her election, nominate an alternate person to attend meetings of the Executive Committee as his or her alternate, provided that such an alternate shall only attend and/or vote if the elected member of the Executive Committee cannot attend and/or vote and such an alternate person is entitled to receive all documents and notices required for his or her participation and is entitled to vote at any such meeting. The absence of a member of the Executive Committee, being represented by his/her alternate in these circumstances shall not constitute any absence within the meaning of clause 18.1.
15 TERM OF OFFICE OF EXECUTIVE COMMITTEE
15.1 The Executive Committee shall hold office for a period of two years.
15.2 Members of the Executive Committee may be re-elected in line with clause 15.1 and the provisions of this Constitution.
15.3 Vacancies are filled only for the remainder of a specific term by resolution of the Executive Committee bearing in mind the composition of the Executive Committee as prescribed by clause 2.2.
16 POWERS AND DUTIES OF EXECUTIVE COMMITTEE
16.1 The business of SALDA shall be managed by the Executive Committee.
16.2 The Executive Committee may authorise all expenses incurred in promoting the objectives of SALDA as set out in the Constitution, and as approved by the AGM from time to time.
16.3 The Executive Committee may exercise all such powers of SALDA as mandated by this Constitution and/or as mandated in any general meeting subject to this Constitution, and/or as agreed to by the Executive Committee as a SALDA Policy or Programme pursuant to the fulfilment of SALDA’s objectives in terms of this Constitution, subject to any financial constraints placed on the Executive Committee.
17 APPOINTMENT AND POWERS EXECUTIVE OFFICER AND SECRETARY
17.1 The Executive Committee may from time to time appoint a person as Executive Officer of SALDA, for a renewable period of two years on such other terms and conditions and at such remuneration as they deem fit and may revoke such appointment subject to the terms of any agreement entered into in any particular case.
17.2 The Executive Officer shall act as the secretary of SALDA, the Executive Committee and to all other committees, sub-committees and structures when so instructed by the Executive Committee.
17.3 The Executive Committee may confer to the Executive Officer any power or duty to executive matters within its ambit of powers and functions in terms of this Constitution and the agreement between the Executive Committee and the Executive Officer and any explicit recorded mandate will provide guidance as to the powers of the Executive Officer.
17.4 The Executive Committee may, from amongst its members, entrust and confer unto any of its members the right to act as Executive Officer in any circumstances where the position of Executive Officer become vacant or if the Executive Officer is for any reason whatsoever unable to fulfil his or her duties as Executive Officer of SALDA upon terms and conditions and with such restrictions as they may think expedient.
17.5 The Executive Officer shall not have the power to appoint staff, unless authorised by the Executive Committee to do so under any terms and conditions it may set for such appointments. 10
17.6 The Executive Officer shall have no power to enter into any financial, contractual, supplier or similar agreements, unless properly mandated to do so, either specifically from time to time or as determined in a general manner by the Executive Committee from time to time and within monetary limits thus determined.
17.7 Notwithstanding the a foregoing, the Executive Committee may confer any powers and/or authorities generally awarded to the Executive Officer to any member of the Executive Committee, either collaterally or to the exclusion of or in substitution for, all or any of the powers and authorities of the Executive Officer and/or the Executive Committee and may from time to time revoke or vary all or any of such powers and authorities.
18 MINUTES AND MINUTE BOOKS
18.1 The Executive Committee shall request minutes to be kept:
18.1.1 of all appointments of officers, committee and sub-committees;
18.1.2 of names of members and office bearers and staff present at every meeting of SALDA and of the Executive Committee;
18.1.3 of all the proceedings at all meetings of SALDA and of the Executive Committee.
a. Such minutes will be signed by the chairperson of the meeting at which the proceedings took place or the chairperson of the next succeeding meeting.
19 DISQUALIFICATION OF EXECUTIVE COMMITTEE MEMBERSHIP
19.1 A member of the Executive Committee shall vacate his or her seat on the Executive Committee if s/he:
19.1.1 resigns his/her office by notice in writing to SALDA and such resignation becomes effective upon receipt of such written resignation by the Executive Officer;
19.1.2 more than 6 (six) months is absent without permission of the Executive Committee from its meetings held during that period;
19.1.3 is directly or indirectly interested in any contract or proposed contract with SALDA and fails to declare his interest and the nature thereof;
19.1.4 acts in any manner which places SALDA into disrepute, after having been awarded the opportunity to state his/her case to the Executive Committee and to which the Executive Committee, after applying its mind to the matter, resolves that the membership of such person of the Executive Committee shall be terminated.
20 PROCEEDINGS AT MEETINGS OF EXECUTIVE COMMITTEE
20.1 The Executive Committee may meet together for the despatch of business, adjourned and otherwise regulate their meeting as they deem fit.
20.2 The quorum of Executive Committee members necessary for the transaction of business may be fixed from time to time by the Executive Committee and unless so fixed shall be five.
20.3 The Executive Committee may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number of four, the remaining Executive Committee members continue to act until a general meeting of SALDA has been convened in order to fill such vacancies.
20.4 The Executive Committee may delegate any of their powers to any committees or subcommittees established by it and consisting of such member or members as they deem fit and for a term so determined:
20.4.1 Any committee so formed shall, in the exercise of the powers so delegated, conform to any mandates and rules that may be imposed on it by the Executive Committee.
20.4.2 Any committee so formed has the right to elect a chairperson for its meetings, unless such committee has been established by the Executive Committee under the specific chairpersonship of a particular Executive Committee member or other person appointed by the Executive Committee to act as chairperson.
20.4.3 Any committee so formed shall meet on matters and at intervals within the mandate set for it by the Executive Committee.
20.4.4 Any committee so formed shall, at regular intervals of as instructed by the Executive Officer, report back to the Executive Committee on the fulfilment of its mandate.
20.5 All acts done by any meeting of the Executive Committee or a committee or subcommittee or by any person acting as an office-bearer shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such committee or persons or that any of them were disqualified, be as valid as if every such person or committee had been duly appointed and were qualified to be appointed.
21.1 The Executive Committee shall cause all accounting records as is necessary to ensure that SALDA’s accounts are managed properly and in the best interest of its members, to be kept, so as to fairly represent the state of affairs and business of SALDA and to explain the transactions and the financial position of the trade or business of SALDA.
21.2 The accounting records shall be kept at the office of SALDA or at such other place as the Executive Committee deem fit and shall always be open for inspection by the Executive Committee.
21.3 The Executive Committee shall from time to time determine whether and to what extent and at what time and place and under what conditions or rules the accounting records of SALDA shall be open for inspection by members.
22 ANNUAL FINANCIAL STATEMENTS AND INTERIM REPORTS
22.1 The Executive Committee shall from time to time request to be prepared and laid before SALDA in a general meeting such annual financial statement and reports as are referred to in this Constitution.
22.2 The Executive Committee may, if it deems necessary, cause interim reports to be prepared, of which a copy will be sent to every member of SALDA.
22.3 A copy of any financial statement which are to be laid before SALDA in annual general meetings, shall not less than 21 (twenty one) days before the date of the meeting be sent to every member of SALDA provided that this clause shall not require a copy of those documents to be sent to any person of whose address SALDA is not aware.
23.1 An auditor shall be appointed by SALDA at the AGM on the recommendation of the Executive Committee.
24.1 A notice may be given by SALDA to any member either by advertisement or personally or by email or as provided for in the notification by any member to the Executive Officer of the correct contact person and details for such member.
24.2 Notice of every general meeting shall be given in any manner authorised:
24.2.1 to every member of SALDA except, in the case of notices to be given personally or sent by post, those members;
24.2.2 to the Auditor for the time being of SALDA.
No other person shall be entitled to receive notice of a general meeting.
24.3 Any notice by email shall be deemed to have been served at the time the letter obtaining the same was emailed, and in proving the giving of the notice by email it shall be sufficient to prove that the letter containing the notice was properly emailed.
24.4 Any notice sent via e-mail shall be deemed to have been served at the time the e-mail was transmitted from SALDA's, the office of the Executive Officer or any one of its Executive Committee' members' e-mail addresses.
24.5 The signature on a notice by SALDA can be written or printed or partially written or partially printed or electronically inserted.
25 RIGHT TO PRESENT SALDA AS SPOKESPERSON
25.1 The Executive Committee may, from time to time, delegate a person or persons to act as its spokesperson at or for specific or generally described events or issues, and the Executive Officer shall keep a register of person(s) so delegated.
25.2 Should no person be delegated, the Chairperson of SALDA or in his or her absence the Deputy-Chairperson, shall act as spokesperson.
26.1 SALDA may sue or be sued in any Court of Law as a legal entity.
26.2 All powers of attorney, bonds, deeds, contracts and other documents which may be executed, shall be signed by at least two members of the Executive Committee of SALDA, as per a resolution of the Executive Committee thus mandating such members to act as authorised signatories of SALDA.
27 BANKING ACCOUNT
27.1 A banking account must be opened in the name of SALDA.
27.2 The Executive Committee shall, from time to time mandate from amongst its members, by resolution, signatories to such bank account and the Executive Officer shall ensure that the bank is informed of such signatories and that all legal and banking requirements are complied with.
28 SPENDING AND/OR APPLICATION OF THE NET INCOME OF SALDA
100% (one hundred per cent) of the net income of SALDA will be applied in bringing about the purposes of SALDA.
Certain funds may be retained in order to preserve a “War Chest” for future use by SALDA in its activities as directed by the Exco.
Such funds may be deposited in a special savings bank account to accumulate interest and will naturally attract interest and appropriate taxes should be paid upon finalisation of the annual returns.
29 WINDING-UP, DEREGISTRATION OR DISSOLUTION
Upon the winding-up or dissolution of SALDA, the assets of SALDA remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions having objects similar to SALDA's main object or returned to the members as refunds on contributions. Such funds transfers shall be determined by the Executive Committee at the time of the winding-up or dissolution of SALDA, and failing which the determination shall be made by a Court.
Agreed to and signed by the Current SALDA Chairperson on 3 September 2020.