Constitution of AfHNS

Constitution of AfHNS

MISSION

  1. To improve outcomes of patients with diseases of the head and neck in Africa through prevention, clinical excellence, teaching, training and research, and by promoting the highest professional and ethical standards
  2. To coordinate and advance training and education of those engaged in the management of patients with diseases of the head and neck in Africa
  3. To promote friendship and collaboration among those engaged in the management of patients with diseases of the head and neck in Africa

Article I: Name of Society

The African Head and Neck Society, abbreviated as “AfHNS”

Article II: Purpose of Society

The purpose of the Society is to improve the outcomes of patients with diseases of the head and neck in Africa through disease prevention, clinical excellence, teaching, training, and research, and by promoting the highest professional and ethical standards

Article III:  Membership

  1. Full membership shall be open to doctors, dentists, oral surgeons, speech therapists, audiologists and health professionals engaged in the care of patients with neoplasms and other diseases of the head and neck in Africa. Only full members in good standing shall have the privileges of voting in the conduct of the affairs and business of the society or of holding office or of chairing standing committees
  2. Associate membership shall be granted to nurses, audiometricians, allied scientists, and clinical officers engaged with diseases of the head and neck in Africa
  3. Candidate membership may be granted to postgraduate trainees enrolled in approved residency programs in Otolaryngology, Plastic Surgery, General Surgery, or Maxillofacial surgery
  4. Corresponding membership shall be granted to doctors, dentists, oral surgeons and allied health professionals, allied scientists or nurses who, in the judgment of the executive committee, are actively engaged in the management of patients with neoplasms and other diseases of the head and neck and who reside outside Africa
  5. Honorary membership may be bestowed at the discretion of the executive committee of the Society on individuals who have made outstanding contributions to the field of diseases of the head and neck

Article IV: Meetings

  •  An annual meeting of the society shall be held at such time and place as may be determined by the executive committee at its annual meeting
  • The annual meeting shall consist of at least one scientific session and one business session
  • The scientific session shall be open to all members of the Society and to members of the medical profession. Attendance at business sessions is limited to members of the Society
  • Only full members in good standing shall have the privilege of a vote in the conduct of the affairs and business of the Society

Article V: Officers

The officers of this Society shall be President, President-elect, Secretary, and Treasurer, and shall be elected from full members of the society in good standing, whose main interest is in the management of diseases of the head and neck. Consideration will be given to pursuing regional representivity of officers.

Article VI: Executive committee

The Executive committee of the Society shall consist of the President, President-Elect, Secretary, Treasurer and Past Presidents (for a period of two years following termination of term of office)

Article VII:  Amendments to the Constitution or Bylaws

A proposed amendment to the Constitution or By-Laws must be communicated to the Secretary. The Secretary shall forward the proposed amendment to the Executive committee for review and comment. The Executive committee will consider the proposed amendments and draft appropriate language to reflect the change if appropriate. Any revisions to the Constitution and Bylaws will be reported to the Executive committee and voted upon at Executive committee meetings. A two-thirds vote of the Executive committee is necessary before the changes are announced to membership. The proposed changes will be announced at the Society business meetings. A two-thirds vote of active members is necessary for the changes to take effect.

BYLAWS

Article I: Dues

The amount of the Society’s dues shall be determined by the Executive committee

Article II: Delinquents

Delinquency in dues is defined as failure to pay by the end of the calendar year. Unless excused by the Executive committee, a member delinquent in dues for two consecutive years shall be dropped from the society

Article III: Order of Business

The regular order of business at annual meetings shall be carried out in a manner prescribed by the Executive committee

Article IV: Special Provisions

All conditions, circumstances, emergencies or contingencies not covered by this Constitution and its Bylaws shall be dealt with and administered by the directive of the Society’s Executive committee, subject to approval by the membership at the next annual meeting

Article V: Officers of the Society

  1. Election of Officers: The officers of the Society shall be a President, President-Elect, Secretary, and Treasurer who shall be elected at regular annual business meetings of the Society. The secretary shall present a slate of candidates for vote by the members present at the annual business meeting
  2. Accession to Office: The newly elected officers shall assume their duties before the adjournment of the meeting at which they have been elected
  3. Tenure of Office:
    • The President and President-Elect shall serve for a term of one year. The Secretary and the Treasurer shall serve for a term of three years and may be elected to one additional term
    • An outgoing President (Past-President) automatically becomes a member of the Council to serve for a period of two years. A past-president’s membership on the Council which is terminated by death or other incapacity to serve shall remain vacant until filled by regular succession
  4. Vacancies in Office: Vacancies in office occurring between elections shall be filled by appointment by the President. These appointments shall be subject to written approval of a majority of the Executive committee. Should the office of the President become vacant between elections, it shall automatically be filled by the President-Elect. Should the offices of both President and President-Elect become vacant, these offices will be served by the Secretary.

Article VI: Duties of the Officers

  1.  Duties of President
    • Preside at meetings of the Society and have the power to preserve order and to regulate the proceedings according to recognized rules
    • Serve as Chairman of the Executive committee
    • Appoint standing and special committees
    • Fill vacancies in offices that occur in the interim between regular meetings subject to approval by an Executive committee majority
    • Ex officio member of all standing committees
  2. Duties of President-Elect
    • Serve and assist the President
    • Oversee the work of the committees and direct, plan and implement long range and strategic planning
    • Perform all duties that may be delegated to him or her by the President
    • In the absence of the President, perform all duties of the President and preside at all meetings
  3. Duties of Secretary
    • Keep or cause to be kept in permanent form an accurate record of all transactions of the Society
    • Send due notice of all meetings to members; notice of at least 30 days shall be provided prior to Executive committee meetings
    • Notify all committee members of their appointments and the duties assigned to them.
    • Notify all applicants for membership of the action taken by the Society
    • Keep a correct alphabetical list of members, together with their current addresses and supply application forms to members who apply for same
    • Act as custodian of all papers of the Society and its committees
  4. Duties of Treasurer
    • Collect, receive and be accountable for funds accrued by the Society from dues or other sources
    • Deposit all moneys in a special bank account under the official name of the Society, in a city of his choice
    • Disburse from the treasury such funds as may be necessary to meet appropriations and expenses of the Society
    • Financial records shall be audited at each regular annual meeting, who will report at the business session
    • Prepare and submit an annual budget for the following year to the Executive committee for subsequent approval by the Executive committee

 Article VII: The Executive Committee

  1.  Duties
  • Conduct the affairs of the Society during the interim between sessions
  • Report to the members at regular business sessions all decisions and recommendations made so as to obtain approval of the whole membership of its actions; should the membership disapprove of any action of the Executive committee the questions shall be referred back for further consideration and reported at the next business meeting
  • Have a long range and strategic planning meeting at least every three years
  • Review all Society service contracts at a minimum frequency of every five years
  1. Quorum and Manner of Acting

A majority of officers and Executive Committee members shall constitute a quorum. A majority of the quorum at any meeting of the Executive Committee shall constitute action by the Executive Committee unless otherwise provided by law or by these By-Laws

  1. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if consent in writing setting forth the action to be taken shall be signed by all Executive Committee members entitled to vote
  2. Meetings may be conducted by telephone or other electronic communication media provided that all officers and Executive Committee members participating in such a meeting may communicate with each other. A majority of officers and Executive Committee members shall constitute a quorum for electronic meetings and the act of a majority of the quorum shall constitute action by the Executive Committee
  3. Officers and Executive Committee members shall not receive compensation for their services, but, by action of the Executive Committee, expenses may be allowed for attendance at meetings of the Executive Committee or for official representation of the Society and the Executive Committee may underwrite any activities that it deems essential to the functioning of the Society

ARTICLE VIII: Committees and Representatives

Section 1: Lengths of office: Other than as specifically stated below, the President shall appoint committee members to serve for at least three years. Initial appointments shall be staggered such that approximately one-third of committee members shall change each year (other than the Scientific Program Committee). Committee chairs shall be limited to two consecutive three year terms

Section 2: Awards Committee: It shall be the duty of this committee to determine excellence awards for oral presentations and posters given at the annual AfHNS meetings. Manuscripts should be scored by at least five committee members. Presentations and posters will not be scored by a committee member if he/she is an author on the paper. Committee members are appointed by the President. This committee shall consist of at least 3-5 active members, including the Chair. The Chair may request a scoring by another qualified AfHNS active member if not enough committee members is available to score a manuscript.

Section 3: Committee for Advanced Training in Head and Neck Surgery: It shall be the duty of this committee to coordinate and provide guidance to the Executive committee about advanced head and neck training needs in Africa e.g. identifying suitable candidates for fellowship training, identifying countries and regions in need of training and support, advising training programs wishing to provide advanced training programmes, and interfacing with surgical and educational missions from outside Africa. This committee shall consist of 3-5 head and neck surgeons, each to serve a 3-year term. The President’s appointments to this committee shall be submitted for approval by the Executive committee. The committee Chair shall be appointed by the Executive committee.

Section 4: Research Committee. This committee shall consist of at least 3-5 active members. It shall be the duty of this committee to increase the quality and quantity of research conducted in head and neck pathology; to encourage the design and implementation of new research protocols; review applications for research funds; and to suggest possible new methods of research funding. This committee shall be appointed by the President to serve for 3 years. It shall be the duty of this committee to establish a scientific program at the Annual Meeting.

Section 5: Standing Committee(s): Other standing Committees may be constituted

Section 6: Ad hoc Committees: As necessary, the President may appoint one or more Ad Hoc committees to serve for one year.

Section 7: Disciplinary/Conflict Resolution Committee

All members of the Society are expected to uphold a high level of discipline and conduct, failure of which disciplinary measures will be undertaken. The Past-President shall appoint an ad hoc committee to deal with disciplinary or conflict matters within the society

ARTICLE IX: Quorum

Section 1: A quorum for any meeting of the Executive Committee shall be a majority of those persons then serving as members of the Executive Committee

Section 2: A quorum for the regular business session of the society shall be >50% of active members

ARTICLE X: Society Assets

Section 1: The interest in the funds property and other assets of the Society of any member whose membership shall terminate for any reason except the dissolution of the Society shall, ipso facto, immediately cease and such members and the representatives of such member shall have no claim against the Society or against the other members of their representatives or any of them.

Section 2: In the case of dissolution of the Society, the funds, property, and other assets shall be used for the purpose of furthering the expressed purposes for which this Society was formed and no member shall be entitled to receive any of the assets upon liquidation.

Section 3: If the Society’s annual receipts exceed the annual expenses in any given year, the Executive committee may, by a majority vote, elect to distribute the surplus for such scientific or educational uses as the Executive committee shall deem to be most consistent with the Society’s purposes; or it may, should it reasonably anticipate a need for operating surplus to meet future expenses, accumulate such surplus in an interest bearing account or otherwise.

ARTICLE XI: Indemnification

Section 1. The Society shall indemnify any and all officers, former officers, employees, agents, or any person who may have served at its request or by its election as an officer of another society or association, or his heirs, executors and administrators, against expenses (including attorney fees, judgments, fines and amounts paid in settlement) actually and necessarily incurred by them in connection with the defence or settlement of any action, suit or proceeding in which they, or any of them, are made parties or a party, by reason of being or having been directors or a director, officer, employee or agent of the Society or of such other Society or Association, except in relation to matters as to which any such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person is engaged in willful misconduct or in conduct in any way opposed to the best interests of the Society. The provisions of this section are severable, and therefore, if any of its provisions shall contravene or be invalidated under the laws of a particular country or jurisdiction, such contravention or invalidity shall not invalidate the entire section, but it shall be construed as if not containing the particular provision or provisions held to be invalid in the particular country, or jurisdiction and the remaining provisions shall be construed and enforced accordingly. The foregoing right of indemnification shall be in addition to and not exclusive of other rights to which such officer, employee or agent may be entitled.

Article XII: Adoption of the constitution

This constitution is hereby approved and adopted by the first General Assembly of the Society which took place on the 21st June, 2016 in Kigali, Rwanda.

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