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09
Oct

Constitution

Written by PHANGO MEMBERSHIP APPROVED 2006 AS AMENDED on 09 October 2012.

PATIENT HEALTH ALLIANCE OF NON-GOVERNMENTAL ORGANISATIONS
(PHANGO) CONSTITUTION

1. NAME

1.1. The organisation hereby constituted shall be called the Patient Health Alliance of Non-Governmental Organisations.

1.2. Its shortened name will be PHANGO (hereinafter referred to as PHANGO).

2. BODY CORPORATE

PHANGO shall:

2.1. Exist in its own right, separately from its members.

2.2. Continue to exist even when its membership changes and there are different office bearers.

2.3. Be able to own property and other possessions.

2.4. Be able to sue and be sued in its own name.

2.5. Be able to operate it own bank accounts.

3. OBJECTIVES

3.1. PHANGO’s main objectives are to advocate for the benefit of patients and on behalf of member nongovernmental organisations in the health sector. Major focus areas are:

3.1.1. Quality of health care;

3.1.2. Access to health care;

3.1.3. Ethical, legal and clinical issues relevant to patients;

3.1.4. Patient empowerment.

3.2. PHANGO’s secondary objectives are

3.2.1. To provide a communication and support network for related issues.

3.2.2. To promote good governance among members (full or associate) and to provide support to attain acceptable standards.

4. INCOME AND PROPERTY

4.1. PHANGO will keep a record of everything it owns.

4.2. PHANGO may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for work that a member or office bearer has done for PHANGO. The payment must be a reasonable amount for the work that has been done.

4.3. A member of PHANGO can only get money back from PHANGO for expenses that she or he has paid for or on behalf of PHANGO.

4.4. Members or office-bearers of PHANGO do not have rights over things that belong to PHANGO.

5. MEMBERSHIP

5.1. There shall be three classes of membership which shall be formalised by the completion of a membership form:

5.1.1.Corporate membership- full and associate

5.1.2.Individual membership.

5.1.3.Honorary membership.

5.2. Full corporate membership is available to any grouping of people that have an interest in patient matters that meets the following criteria:

5.2.1. Active in the health sector;

5.2.2. The group is formalised in one of the following ways:

5.2.2.1. Registration as a Non-Profit Organisation (NPO) in terms of the Nonprofit Organisations Act (Act No 71 of 1997 as amended by Act No 17 of 2000)

5.2.2.2. A Section 21 company (in terms of the Companies Act No 61of 1973)

5.2.2.3. Any other relevant and legally constituted organisation may apply for membership.

5.2.3. it has the consent of its management / managing group;

5.2.4. It has nominated a representative and an alternate to engage in activities and participate at meetings.

5.3. Associate corporate membership is open to those NGOs that meet all the requirements with the exception of paragraph 5.2.2.

5.3.1.Associate members are not entitled to vote on issues but may be assisted in meeting the requirements of full membership.

5.4. Individual membership is available to any person who subscribes to the objectives of PHANGO and it in good standing.

5.5. Honorary membership is open to persons who have served the objectives in 3 in an exemplary manner and shall be approved at the AGM and not be entitled to vote.

5.6. The management committee has the right to reject applications.

5.7. There shall be a minimum of one general meeting per year.

5.8. Members of PHANGO must attend its annual general meeting (AGM) where members exercise their right to determine the policy of the PHANGO.

5.9. Communication to members may be in electronic format.

5.10. After due consideration, the management committee (see section 6) may decide to suspend or terminate the membership of a member if after due process the member:

5.10.1. Fails to renew membership;

5.10.2. Written letter of resignation

5.10.3. The member organisation ceases to conduct business and respond to communication.

5.11. A member may appeal against the loss of the benefits of membership or against termination of membership as laid out in the appeals policy.

5.12. All members of PHANGO have to abide by the decision of the management committee.

5.13. The members or office-bearers are not personally liable for any loss suffered by any person as an act or omission which occurs in good faith while the office-bearer responsible is performing functions for or on behalf of the organisation.

6. MEETINGS AND PROCEDURES OF THE COMMITTEE

6.1. A management committee will manage PHANGO and will consist of not less than three members. These are the office-bearers of PHANGO.

6.2. Office bearers will serve for two years, but they can stand for re-election for another term in office after that. Depending on what kind of service they give to PHANGO, they can stand for re-election into office again and again. This is so long as their services are needed and they are ready to give their services.

6.3. If a member of the management committee does not attend three management committee meetings in a row the management committee may find a new member to take that person’s place.

6.4. A member of the management committee may resign in writing and shall be approved by the remaining members of the committee.

6.5. The management committee will meet at least two times per year. Two members need to be at the meeting to make decisions that are allowed to be carried forward. This constitutes a quorum.

6.6. Minutes will be taken at every meeting to record the management committee’s decisions. The minutes of each meeting will be given to management committee members no more than 21 days after the meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the management committee, and shall thereafter be signed by the chairperson. Minutes of all meetings must be kept safely and always be on hand for members to consult.

6.7. If the management committee thinks it is necessary, then it can decide to setup one or more subcommittees. The sub-committee must report back to the management committee regularly and in writing.

6.8. The management committee must ensure that it consults the membership and is transparent in its decision making.

6.9. The management committee shall be elected from registered members in a transparent manner at the AGM and must:

6.9.1. Be full corporate or individual members;

6.9.2. Include the executive director, if such post exists, shall serve in an ex officio capacity.

6.10. The management committee shall elect the chairperson and if necessary any other statutory positions.

6.10.1. The chairperson shall act as the chair of the management committee. If the chairperson does not attend a meeting, then members of the committee who are present choose which one of them will chair that meeting. This must be done before the meeting starts.

6.10.2. There shall be a quorum whenever such a meeting is held.

6.10.3. When necessary, the management committee will vote on issues. If the votes are equal on an issue, then the chairperson has either a second or a deciding vote.

6.11. Teleconferences may constitute meetings.

6.12. Electronic communications including signatures are acceptable.

7. POWERS OF THE ORGANISATION

7.1. The management committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 2 of this constitution. Its activities must abide by the law.

7.2. The management committee has the power to:

7.2.1. Raise funds or to invite and receive contributions;

7.2.2. Buy, hire or exchange for any property or services that it needs to achieve its objectives;

7.2.3. To make by-laws for proper management, including procedure for application, approval and termination of membership;

7.2.4. Make and implement decisions about running the organisation;

7.2.5. Develop strategy and implement approved policy.

7.3. PHANGO will make a separate policy on the powers and functions of office-bearers.

8. ANNUAL GENERAL MEETINGS

8.1. The AGM must be held once every year preferably in the first quarter of the financial year. PHANGO will deal with the following business, amongst others, at its AGM:

8.1.1. Agree to the items to be discussed on the agenda.

8.1.2. Keep a register of attendance and apologies of non-attendance.

8.1.3. Read and confirm the previous meeting’s minutes with matters arising.

8.1.4. Chairperson’s report.

8.1.5. Approve the financial report and budget.

8.1.6. Approve strategic plan and policy decisions.

8.1.7. Changes to the constitution that members may want to make.

8.1.8. Nominate and elect management committee (office bearers)

8.1.9. Any other business

8.1.10. Close the meeting

8.2. A third of the members or their vote (at least four being present for the meeting and the rest in proxies) shall constitute a quorum at an AGM.

8.3. Voting shall be determined by a majority vote by show of hands, taking into consideration any proxies, unless a secret ballot is demanded by not less than 25 percent of the members present.

8.4. Proxies must be in writing, assigned to a voting member present at the meeting and approved by the members of the meeting.

8.5. Notice for the AGM must go out to members 21 days before the date of the meeting including any nominations for the management committee.

9. FINANCE

9.1. A membership fee may be determined from time to time.

9.2. Other sources of funding shall be sought within the policies of PHANGO.

9.3. An auditor may be appointed at the AGM to audit and check on the finances of PHANGO.

9.4. A treasurer may be appointed at the AGM. PHANGO must keep proper records of all its finances and may appoint a bookkeeper.

9.5. Strict financial controls must be regulated by the management committee. Electronic banking may be used if approved by the Management Committee and provided sufficient financial controls exist.

9.6. PHANGO’s financial year ends on last day of 31st of December.

9.7. PHANGO’s accounting records and reports must be ready and handed to the Director of Non-Profit Organisations within the required reporting period.

9.8. If PHANGO 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. PHANGO may also acquire securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985. PHANGO may go to different banks to seek advice on the best way to look after its funds.

9.9. Members or office-bearers are not liable for any of the obligations and liabilities of the organisation simply by virtue of their status as members or office-bearers of the organisation.

10. CHANGES TO THE CONSTITUTION

10.1. The constitution can be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds of the members who are at the AGM or special general meeting. Members must vote at this meeting to change the constitution.

10.2. Two thirds of the members shall be present at a meeting (“the quorum”) before a decision to change the constitution is taken. Any AGM may vote upon such a notice, if the details of the changes are set out in the notice referred to in 8.5.

10.3. Notice must go out not less than 21 days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.

10.4. No amendments may be made which would have the effect of making PHANGO cease to exist.

11. DISSOLUTION/WINDING-UP

11.1. PHANGO may close down if at least two-thirds of the members present and voting at a meeting convened for the purpose of considering such a matter, are in favour of closing down.

11.2. When PHANGO closes down, it has to pay off all its debts. After doing this, if there is property or money left over it should not be paid or given to members of PHANGO. It should be given in some way to other Non-Profit Organisations that have similar advocacy objectives. PHANGO’s AGM can decide which NPOs this should be.

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