Constitution
PREAMBLE
We the leaders and members of fertility societies in African countries, consequent upon our desire to form a continent-wide network, hereby proclaim this Constitution for the good of all persons involved in or connected with reproductive medicine issues on our continent.
DEFINITIONS
1.1. The “Federation (Society)” means African Federation of Fertility Societies (AFFS), which is a non-profit organization.
1.2. “Constitution” means the provisions of this Constitution, as amended from time to time.
1.3. “Society Member” means the fertility society from an African country that has joined the AFFS as a member.
1.4. “General Assembly” means the group of delegates nominated to represent their “Society Member”. These delegates represent their country and will have the number of votes allocated to their country.
1.5. “Individual member” means an individual person that has joined the AFFS and has no voting rights.
1.6. “Board of Directors” means the Board members elected by the General Assembly to serve for a term of 3 years, to administer the Society. The board consists of the Executive Committee members and also the Non-Executive Regional Representative members.
1.7 “Executive Committee” are elected office bearers namely:- President, Vice-President, Secretary-General, Assistant Secretary-General, Treasurer-General, Assistant Treasurer-General and Editor-in-chief.
1. NAME
The Society shall be called African Federation of Fertility Societies (AFFS, in abbreviation)
2. LEGAL ENTITY
2. “Individual member” means an individual person that has joined the AFFS and has no voting rights.The Society shall be a legal entity distinct from its members and registered as a non-profit non-Governmental organization (NGO). It will be based on the African Continent.
2.1 The Society shall have perpetual succession, notwithstanding changes of membership from time to time.
2.2 The assets and liabilities of the Society shall be distinct from those of its members.
2.3 No member shall have any right, by reason of his membership, to the property of the Society.
3. PROFIT
The Society shall not carry on any business that is solely for the acquisition of gain.
4. LIABILITY OF MEMBERS
The liability of members is limited to the amount of unpaid subscriptions or other monies they owe the AFFS.
5. LANGUAGE OF THE SOCIETY
All meetings and other communications shall be in English. Provision can be made for simultaneous French translation where possible.
6. OBJECTIVES OF THE SOCIETY
The main objective of the Society shall be to promote the common interests of persons involved in or connected with the field of reproductive medicine, reproductive surgery, and assisted reproductive technology (ART), to promote the ethical aspects of infertility management and to make the AFFS relevant to sexual and reproductive health and rights in Africa.
6.1 The ancillary objectives of the Society shall be to seek improvement in health care services provided in the field of the reproductive medicine, including but not limited to:
(i) Provision of guidelines to practitioners in the field of reproductive medicine and ancillary healthcare
(ii) Promoting the highest standards of training
(iii) Conducting academic meetings
(iv) Promoting research in sexual and reproductive health and rights
(v) Supporting National and Regional ART data collection
6.2 To collect and raise funds and to administer such funds for the purpose of furthering the objectives of the Society;
6.3 To do all such other lawful activities as are incidental or conducive to the attainment of the objects of the Society.
6.4 To affiliate with other Societies or Associations having similar objectives in improving Reproductive Medicine care in the African continent; including but not limited to IFFS (International Federation of Fertility Societies), ICMART (International Committee Monitoring ART), GIERAF (Groupe Interafricain d’Etude, de Recherche et d’Application sur la Fertilite), ANARA (African Network and Registry for Assisted Reproductive Technology), WHO (World Health Organization), ASRM (American Society for Reproductive Medicine), ESHRE (The European Society for Human Reproduction and Embryology) and FIGO (The International Federation of Gynaecology and Obstetrics).
7. CLASSES OF MEMBERSHIP
There shall be the following classes of membership of the Society, namely: –
I. Society Members
II. Individual Members
III. Honorary Members
7.1 Qualification(s) for Membership
The organizations and persons eligible for the various classes of membership of the Society shall be as follows: –
7.2 Society Members
Any fertility society in a country within the African continent, composed primarily of persons medically qualified in a field allied to Reproductive Medicine, and registered with the appropriate Health Authorities of that Country, may apply to become a Society Member of AFFS.
A Society Member will typically be a Society comprising of the following: Physicians, Gynecologists, Reproductive Medicine Sub-Specialists, Embryologists, Andrologists, Geneticists, Fertility Nurses, IVF Coordinators and Counselors who have special interest in Reproductive Medicine.
A Society Member, and its Constitution, should reflect similar aims as those stipulated in Article 6 of this Constitution.
7.3. Individual Members
Any healthcare professional with an interest and involvement in reproductive medicine from a country that has no fertility society, may apply to become an Individual member of AFFS. Individual members will have no voting rights at the General Assembly.
7.4. Honorary Members
A Society Member of AFFS may propose certain individuals whose contributions to Reproductive Medicine are adjudged to merit their being made Honorary Members of the Society. Honorary Members will have no voting rights at the General Assembly.
8. HOW TO APPLY FOR MEMBERSHIP
Application for Society membership shall be in writing using Forms stipulated by the Board of Directors. The applicant Society would be required to attach its full and updated membership list.
8.1 Application for Individual membership shall be in writing using Forms stipulated by the Board of Directors.
8.2 The Board of Directors at their discretion may decide to accept or reject any application for membership without furnishing reasons.
9. SUBSCRIPTIONS
Upon signing on as a member of AFFS, the member shall be deemed to be bound by the provisions of this Constitution and shall become liable to pay subscription dues.
The dues for Society Members will be based on the size of their membership list. All dues shall be determined by the Board and are payable by 1st of January each year.
10. MANAGEMENT OF THE SOCIETY
The Organizational Structure of the AFFS shall consist of:
(i) The General Assembly
(ii) The Board of Directors
(iii) The Executive Committee
The Supreme Authority of the AFFS is the General Assembly. The Board of Directors is accountable to the General Assembly in running the affairs of the Society. The Executive committee is responsible for the day to day management of the AFFS, and reports to the Board of Directors. Members of the Board of Directors and of the Executive Committee shall work in voluntary and honorary capacities, and will not receive remuneration for their time.
11. THE GENERAL ASSEMBLY
The General Assembly shall be made up of delegates representing a “Society Member” or country. Each “society member” has a bloc number of votes depending on the size of the society. The number of delegates representing a “society member” will be according to the total membership lists of that National Fertility Society, as follows:
Number of members: 1 to 99
Number of votes: 1
Delegates: 1
Number of members: 100 to 199
Number of votes: 2
Delegates: 2
Number of members: 100 to 199
Number of votes: 2
Delegates: 2
Number of members: 300 to 399
Number of votes: 4
Delegates: 4
Number of members: 400 to 499
Number of votes: 5
Delegates: 5
Number of members: 500 Above
Number of votes: 6
Delegates: 6
11.1 The delegates representing the same “society member” country will not split their voting choices and will vote together “en bloc”. The number of votes cast will be equal to the number of votes allocated to that attending “society member”.
11.2 Joint Delegates
In countries where there are two or more “Society Members” of AFFS, they may nominate their delegates for the General Assembly based on their combined membership size. For voting purposes at the General Assembly, they will provide a unanimous vote on behalf of their country from their combined delegates.
11.3 Sub-Regional Groups
Fertility Societies from different countries may combine to form a Sub-Regional Group and can stand together as a single Society Member of AFFS.
12. GENERAL ASSEMBLY MEETINGS AND THE AGM (ANNUAL GENERAL MEETING)
The General Assembly Meetings will be held annually, usually at the same time as the AGM (Annual General Meeting). At least 6 weeks’ notice will be given of the meeting. The General Assembly meeting may be held in person or via an electronic or virtual means.
The voting participants shall be the “society members” and the number of votes cast will be as stipulated in Section 11 above. The President of the Society will be the Chairperson of the General Assembly.
12.1. The quorum for a General Assembly meeting shall be at least 50% of “society members” present either in person or via proxy. If a quorum is not reached, voting will be postponed and notice of second meeting to be convened within 14 days working by the Secretary- General, and quorum will be accepted as those members who do attend in person or by proxy.
12.2 The General Assembly will be responsible for voting to elect or remove board members of the AFFS, voting for any change in the Constitution where a two thirds majority is required, and voting on general resolutions where a 50% majority is required.
12.3 The Annual General Meeting (AGM) will include all members of the society (society members, individual members, honorary members), Presidents of the National Societies, Members of Scientific task teams, the Full Executive and non-Executive board of the AFFS. The AGM may be held in person or via an electronic or virtual means. The AGM will be chaired by the President of the society and a full President’s report of activities during the year will be presented at the meeting, as well as a Financial Report by the Treasurer-General.
13. NOMINATING COMMITTEE
The nominating Committee shall be chaired by the President of the Society and include 5 other board members.
13.1 The principal duty of the Nominating Committee is to compile the list of nominees for the Executive and Non-Executive AFFS Board positions, and to present this to the General Assembly voting body.
13.2 The Nominating Committee will request the names of nominees for AFFS board positions from the Presidents of the National fertility Societies. The Nominating Committee may encourage National Fertilities Societies to nominate suitable candidates for board positions.
13.3 Any person proposed by the President of their national fertility society is eligible to stand for election as a member of the Board of Directors. The nominee’s names shall be forwarded to the Nominating Committee to be included in the election list, one month prior to the election date. Each society may nominate one person to stand for an executive board position, and one person to stand for a non-executive position.
14. ELECTION OF THE AFFS BOARD MEMBERS
The Independent Secretariat will supervise the voting process for board members at the General Assembly.
14.1 The election for the Executive Board positions will be followed by the election of the non-executive board positions. Voting may be in person or via electronic or virtual means.
14.2 The Executive Board positions will include: -President, Vice-President, Secretary-General, Treasurer- General, Assistant-Secretary General, Assistant Treasurer-General and Editor in Chief.
14.3 Two non-executive board members will be elected for each of the five sub-regions of Africa namely: – Northern Africa, Southern Africa, Eastern Africa, Western Africa and Central Africa, making a total of 10 non-executive board members.
14.4 The tenure of members of the Board of Directors shall start on 1st January, in the year following the election. They shall serve a 3-year term of office.
14.5 The President shall only serve for one term of office (3-years), and all other office bearers shall not occupy the same office bearer position for more than two terms of office (6 years).
14.6 Once the President of the Society has completed his / her 3-year term of office, he / she will remain on the Board of Directors in an advisory capacity as ‘Immediate Past-President’, with no voting rights. This will be for one term of office (3 years).
14.7 The Chair of the nominated entity or organization for collection of ART data for the Continent will be a standing Observer to the Board of Directors, with no voting rights. The AFFS Board will stipulate at each Board election, the entity or organization that is responsible for collection of ART data for the continent for that term of office.
15. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet at least once a year. No less than 6 weeks’ notice shall be given of all annual meetings of the Board meeting unless all Board members agree to accept shorter notice. Meetings may be in person or via virtual electronic means.
15.1 The quorum for a meeting of the Board shall be six Board Members present at the commencement and throughout the meeting. Should a quorum not be present within one hour after the appointed time for a Board meeting, the meeting shall stand adjourned to the same day (or if that day is a public holiday, the next business day) at the same time and place, the quorum at any such adjourned Board meeting shall be the Board Members present.
15.2 Decisions of the Board shall be by majority vote. Each person entitled to be present and to vote shall have one vote, excluding the immediate Past President. The President shall have a casting vote in addition to his vote in the event of a tie.
15.3 Where necessary, The Secretary-General shall convene a special emergency meeting of the Board, on the instructions of the President or upon the written request from at least two Board members, at least 14 working days’ notice will be given, unless a shorter duration is agreed by the Board.
15.4 A resolution in writing which is signed by all the Board Members and inserted in the minute book to be kept by the Board shall be as valid and effective as if passed at a meeting of the Board.
16. FUNCTIONS OF THE BOARD OF DIRECTORS
The Board of Directors shall be responsible for:
– The management of the affairs of the Federation including establishing terms of reference for its committees.
– The selection and organization of the Congresses and other scientific meetings
– The Board of Directors shall determine the actions and expenditures necessary to achieve the objectives of the AFFS.
– The establishment of standing and ad hoc Committees necessary for the activities of the society. The Board of Directors shall receive the reports of these Committees.
– The preparation of the agenda for the Annual General Meeting and General Assembly.
– The existence of and adherence to special ethical guidelines for the relationship between the Federation (AFFS) and related Industry.
– Ensuring the articles of the Constitution and the By-Law regulations are adhered to correctly.
16.1 In respect of all acts involving third parties, the Society shall be validly represented by the President (or delegate to other officers of the Board) or by one or more representatives duly appointed to that effect by the Board of Directors.
16.2 Duties of the executive board members:
The President of the society will chair the AFFS board meetings, chair the nominating committee prior to elections and chair the AGM / General Assembly meetings. The Vice-President will assist the President and fulfill the functions of the President, if that person is unavailable. The Secretary General will be responsible for correspondence from the society, liaising with the appointed secretariat, maintaining custody of the society records, drafting the meeting agendas and keeping minutes of society meetings. The Assistant Secretary-General will assist the Secretary-General and fulfill the functions of the Secretary-General, if that person is unavailable. The Treasurer-General will maintain custody of the financial records of the society, chair the auditing committee, and present the Audited Annual Financial Reports at the AGM. The Assistant Treasurer-General will assist the Treasurer-General and fulfill the functions of the Treasurer-General, if that person is unavailable. The Editor-in-chief will be responsible for editing of the society publications, journal and website.
17. AMENDMENTS TO THIS CONSTITUTION
The Constitution may only be amended by a resolution adopted by a majority of two thirds of the General Assembly, of which due and proper notice has been given.
17.1 At least 6 weeks’ notice of the intention to propose and move a resolution for the amendment of the Constitution and setting out the terms of such proposed resolution, shall be given to the Secretary- General, who shall forthwith notify the Board and send a copy of such notice electronically to each National Society delegates at the email address in the register of National Society delegates.
18. FINANCIAL MANAGEMENT OF THE SOCIETY
The financial year of the Society shall end on the last day of February of each year. The Treasurer will be responsible for supervision of the accounting and auditing processes of the society, and presenting the Financial Statements at the Annual General Meeting of the Society.
18.1 The Treasurer and President of the Society will jointly authorize any large financial payments above a threshold limit agreed by the board of directors.
18.2 The Treasurer will be responsible for supervising the bank accounts of the Society, ensuring Society tax returns are completed, and ensuring any other necessary financial compliance procedures are followed and liaise with the accounting and auditing officers appointed by the Society.
19. REGISTER OF MEMBERS
All Members shall communicate their addresses from time to time to the Secretary-General who shall keep a register of the names of Members and their addresses.
20. TERMINATION OF MEMBERSHIP
Membership shall cease upon providing a written request for withdrawal of membership from the AFFS; or upon the death of an individual or Honorary Member. The Board may refer a decision for termination of society membership to the General Assembly
20.1 Membership may be terminated by a majority vote of the General Assembly. Membership shall also cease if the societies subscription is in arrears by two years, and no payment has been received after two notifications have been issued. Upon payment of the arrears of the outstanding subscription amount, membership shall be immediately reinstated. The society is ineligible to vote in the general assembly if its subscriptions are overdue.
20.2 In the event of any dispute arising in respect of whether the voting rights of a Member has been suspended or not, such dispute shall be referred to Board as soon as is reasonably possible. The Board’s decision shall be final and binding.
21. TERMINATION OF OFFICE OF BOARD MEMBERS
The office of a Board Member shall be vacated if a Board Member: –
– Is absent from three consecutive meetings of the Board without obtaining prior leave of absence;
– Resigns his office by notice in writing to the Secretary-General.
21.1 The General Assembly may terminate the Office of any Board Member by majority vote at any time. Such a vote may be requested by a National Society with a 14-working day notice period by written submission to the Secretary – General of the Society.
21.2 If a Board Member’s position is terminated, the General Assembly can vote via an electronic submission another Board Member onto the Board to replace that person.
22. INDEMNITY
Each Member, officer or servant of the Society shall be indemnified by the Society against all costs, losses and expenses which he may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties arising from, or in connection with, this Constitution, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.
23. BY-LAWS
1: Honorary Members
Nominations for Honorary membership shall be submitted by a Society Member in writing to the Secretary-General, supported by at least four other Society Members. The nominations must be accompanied by written justification. The Honorary Members shall be elected by a simple majority vote at the AFFS General Assembly.
2: Payment of Annual Dues
The members of the Society shall pay its annual subscription on the 1st of January each year into the designated bank account of the AFFS.
3: Auditing Body
The Treasurer-General shall supervise the preparation of the accounts of the Society for presentation at the Annual General Meeting (AGM) of the Society. The Board shall appoint the Auditing Sub-Committee which is chaired by the Treasurer-General, who shall serve for a period of 3 years and shall nominate a suitable Auditor to be approved by the board. The Treasurer-General shall ensure that relevant documents are made available for the preparation of the accounts and external audit reports within the required timeframe. The Treasurer-General shall present a written financial report at the AGM of the society. The financial year shall end February of every year.
4: Ethical Guidelines
Ethical guidelines for the relationship between the Society and Related Industry shall be prepared by the Board of Directors. An updated version shall always be available at the office of the Secretary.