THE GOVERNANCE CHARTER OF THE ALLERGY SOCIETY OF SOUTH AFRICA
The Society’s Ethos of Governance
Good governance requires the Executive Committee to balance its role as a leadership and oversight body with its role as a force supporting the aims and objectives of the Society. This principle must be given credence through:
There must be a strong partnership between the Executive and members, built through openness, respect and good communication.
The Executive must shape and uphold its Vision and Objectives and must ensure congruence between its decisions and its core values.
Time must be allocated to engaging in strategic thinking to hone the Society’s direction.
The Executive must ensure independence through the application of rigorous conflict of interest procedures in a climate where members put the Society’s interests above their own when making decisions.
Ethos of transparency
An ethos of transparency must be promoted by ensuring that all stakeholders and members have access to appropriate and accurate information about the Society and its activities.
Compliance with integrity
There must be strong ethical values and disciplined compliance by establishing effective mechanisms for oversight. There will be full accountability and transparency in all the Society’s operations and dealings and in all the operations and dealings of individual Executive members and staff.
The Executive Committee’s progress towards achieving its Vision and Objectives must be measured and its performance properly evaluated on an annual basis through a process of open peer review.
The Executive must embrace the qualities and rewards of continuous learning in order to add value to the Executive’s effectiveness.
- The Executive will maintain complete independence and will operate on a basis of fairness and objectivity;
- Executive members and administrative staff will be encouraged to develop as strategic thinkers and leaders in the field of allergy;
- The Society will build the greatest sense of unity and common purpose between itself and its members.
The purpose of the Governance Charter
The Society believes that only through a system of strong governance can members and associated partners be assured that the Society will best serve their interests. Accordingly, the Society has adopted this set of best-practice procedures and management controls as its Charter.
The document sets out the purpose of the Society, its governance policies, processes and procedures, how it will operate, the rights and obligations of the Executive and its members and administrative support staff. It also defines the Society’s functional relationship with relevant stakeholders and aligns it to the constitution of the Society. As such, this Charter must be read in conjunction with the Constitution.
The reasons for sound governance
Applying standards of good governance is aimed at ensuring that the Society is administered in line with accepted best practices and within the spirit and intentions of its members.
Changes to the Charter
- Changes to this Charter can only be made with the approval of the full Executive, or at an Annual General Meeting.
- The Executive will review the Charter annually and will electronically update the Charter after any Executive meeting where policy changes are agreed to, or when new policies are approved by relevant establishments of government.
CURRENT VISION AND MISSION
MISSION AND VISION
ALLSA’s Mission Statement
“ALLSA’s mission is to be a national resource and advocate in the field of allergy, advancing excellence in clinical care, continuing professional development, research and training.”
Guiding principles for EXCOM
- The “Committee” exists to represent the interests of members;
- The “Committee” acts as a group, not as individual members;
- EXCOM decisions are communicated as “one voice”;
- Ethical conduct;
- Conflict of interest.
SECTION 1 - MATTERS RELATING TO THE LEGAL STATUS OF THE SOCIETY
Name of the Society
The Allergy Society of South Africa or ALLSA
Powers and function of the Society
The powers, responsibilities and activities of the Society are those reflected in the Constitution. The Executive itself is established in terms of the prescription of the Constitution.
The status of the Society
The Society is an independent, voluntary, non-profit organisation with powers to determine a range of decisions pursuant to its objectives.
The aims of the Society
The aims of the Society are limited to those vested in its Constitution.
The Society may not:
- Act outside the scope of the responsibilities vested in it by the Constitution and its Governance Charter;
- Enter into any unlawful activity, or disclose any confidential information on patients, or enter into financial or other transaction that represents a conflict of interest.
The Society must:
- Elect an executive committee every triennium;
- Executive committee must elect a Chairman, Secretary and Treasurer at the first meeting;
- Agree on a schedule of meetings for each year and develop an operational plan to effect business;
- Develop a three year strategic and operational plan.
The Society comprises those categories of members contained in its Constitution but may create additional categories of membership at its discretion. Only ordinary members have executive rights such as voting and eligibility to hold office. Membership is open to those categories of persons described in the Constitution and all matters of membership are subject to the approval of the Executive Committee.
The approval of affiliation is subject to the conditions of the Constitution and the approval of the Executive Committee.
STRUCTURE OF THE SOCIETY
The Society will be structured as reflected in the Constitution.
Mandate of the Executive members
The Executive’s members are mandated by virtue of their election to:
- Perform the functions of the Society within the prescription of the Constitution;
- Perform the functions determined for each member in terms of the Executive committee’s requirements;
- Perform any additional functions mandated to it by a majority vote at an Annual General Meeting.
The election and composition of the Executive
- The election of the Executive Committee and the chairperson must follow the procedure set out in the Constitution;
- The Executive must comprise appropriately skilled and capable people in order to meet the Society’s objectives;
- However, the composition and numbers of the Executive Committee are those described in the Constitution;
- The Executive will comprise six elected members plus the Immediate Past Chairman, but has the powers to co-opt a further three members if it so wishes;
- The Chairperson is elected for a term of three years and must have been a member of the previous Excom;
- Should a vacancy occur on the Executive the members must be informed of such and a decision must be taken on appointing a replacement by the Executive Committee.
The Role and Responsibilities of the Executive
The Executive must:
- Uphold the prescriptions of the Constitution;
- Plan the Society’s long- and short-term future and formulate strategic and operational plans to give effect to that future;
- Develop procedures and policies that give clear strategic and administrative direction to the Executive and the Society;
- Appoint a Chairperson, Secretary and Treasurer;
- Form any relevant Sub-Committee;
- Define the role of the administrative staff.
The Executive may:
- Bring about amendments to its established procedures for conducting business;
- Recommend disciplinary steps against members or staff who act contrary to set procedures and policies, providing such action follows the prescripts of good labour practice and carries the approval of the majority of the members of the Executive.
- Invite any person, or representatives of any body or organisation, to attend its meetings
Meetings of the Executive Committee
- Meetings of the Executive Committee must follow the prescriptions set out in the Constitution;
- No single person, directly or indirectly, should control the decision-making process relating to the Executive. This prohibits any person, including the Chairperson, from exercising a casting vote in the event of a deadlock;
- Should a deadlock not be resolved after reasonable recourse, the matter may be referred for arbitration;
- All decisions must be based on a quorum as set out in the Constitution.
Monitoring requirements of the Executive
The Executive Committee must:
- Agree on a template to monitor the Society’s programmes, its overall operation and the implementation of its strategic plans and policies;
- Regularly evaluate its programmes, its overall operation and the implementation of its strategic plans and policies;
- Present their portfolio reports at the AGM.
Administration and governance
The members and Executive Committee must:
- Take collective responsibility for the sound overall management and administration of the Society;
- Sign a declaration that they are aware of their duties of governance as set out in this Charter and will uphold the vision, objectives, processes, procedures and operation of the Society;
- Develop operational and administrative procedures that facilitate sound governance and the achievement of the Society’s vision and objectives;
- Develop a schedule of the year’s meetings at the first meeting of the Executive of each new year;
- Ensure that a Governance Charter, that it is formally adopted by the Executive and that it is reviewed as needed;
- Formulate a Conflict of Interest Declaration and ensure Executive members and administrative staff sign the declaration annually;
- Ensure that appropriate disclosure and reporting processes are in place;
- Ensures that the secretary tables an Annual Report at the AGM [the chairperson prepares the report];
- Establish effective internal and external lines of communication and formulate a strategic plan to market the Society and optimise member’s access to it;
- Ensure that the Chairperson of the Executive and his or her office bearers are able to operate in an environment compatible with expected outputs, are adequately supported and resourced in respect of financial, technological and human resources and accommodation needs.
The Executive must:
- Exercise fiduciary responsibility in terms of the Society’s Constitution;
- Establish an annual income and budget;
- Monitor expenditure against budget;
- Ensure financial accountability;
- Oversee, review and endorse the Society’s budget annually;
- Motivate that adequate funds are provided to meet the Society’s obligations and to ensure its effective operation;
- Ensure that the Society’s budget and expenditure are in the Annual report;
- Ensure that effective financial controls are in place;
- Ensure that where discretional costs will be incurred, required approvals for expenditure are obtained.
The Executive Committee must
- Annually make provision to evaluate the performance of the Society’s administrative staff;
- Ensure that the terms and conditions of employment of administrative staff are properly addressed, recorded and reviewed;
- Provide opportunities for the staff to develop and enhance their skills;
- Ensure that staff have written job descriptions;
- Ensure that each member of staff has measurable key performance targets each year and that their performance is assessed annually by the Chairman;
- Manage, and authorize leave of staff;
- Take corrective and disciplinary measures if so required;
- Ensure the maintenance of ethical conduct at all times;
- Ensure that strict confidentiality in respect of access to official records is maintained.
The Executive Committee must
- Satisfy itself that such bodies have the credentials to warrant affiliation;
- Ensure that their role and function as well as their aims and objectives are not contradictory to those of the Society;
- Ensure that their lines of communication and schedules for reporting are well understood;
- Must enforce signing of a disclaimer regarding publications by such a body. It should state that the views expressed in the publication do not necessarily reflect that of the Allergy Societyof South Africa;
- The Executive may call for the disaffiliation of any such body and state the reason(s).
- These are standing committees constituted by the executive committee and headed by a portfolio leader to execute the various task of the committee;
- They should have a clear mandate and briefs;
- They must present reports at all executive committee meetings and at the AGM.
Task groups (Workgroups)
- These are ad-hoc committees which are constituted by one of the portfolio leaders or the Chairman for specific tasks.Task groups should have a group leader;
- Members of the task groups could include executive committee members, non-executive members and other colleagues with relevant expertise for the task at hand. Nominations for the task groups will be called for from the Chairman of the Society in the ALLALLSA Journal, by mail or at the AGM.
No alternates may be appointed to replace a member of the Executive in any capacity.
- The Chairperson may authorize a special meeting of the Executive for any reasonable purpose at any time;
- A special meeting may be called without the Chairperson’s authority if he or she is unable, or unwilling to call such a meeting, provided no less than three members of the Executive arein support of it;
- Special meetings are not exempt from the requirements of minute keeping, the circulation of minutes, voting procedures, or the requirements for a quorum, but are exempt from the normal periodof notice;
- Notice of a special meeting must provide the maximum time possible in the prevailing circumstances.
Annual General meeting
- The Executive should hold an Annual General Meeting where all members and, if required, interested parties are invited to interact with the Executive members in reviewing the progress of theprevious year;
- The notice for and procedure at an Annual General Meeting must follow the Constitution of the Society.
Strategic planning The Executive must:
- Ensure that a written strategic plan is compiled for the Society every three years;
- Ensure that the strategic plan is used to co-ordinate all operational activities of the Society;
- Ensure that the strategic plan is supported by operational work plans or business plans that contain time-lines, and human resource requirements for the accomplishment of goals and objectives;
- Ensure that the contents of the strategic plan are communicated to its constituency;
- Ensure that the strategic plan is revisited and reviewed annually or at any time an ad hoc exigency requires revision of the plan.
The Role and Responsibility of the Chairperson
The members of the Executive must be subject to the firm and objective leadership of the Chairperson who must strive to bring out the best in each Executive member in order to achieve the Society’s objectives.
The Chairperson must:
- Champion the Society and its Vision and objectives;
- Ensure the effective management (planning, organisation and use) of allocated resources (human / finance/ material/ information) in line with the allocated budget;
- Oversee the operational activities of the Executive and its meetings;
- In consultation with the Executive, work in partnership with the administrative staff to ensure that Executive resolutions, directives or instructions are carried out;
- Compile the Executive’s Annual report;
- Preside over matters of dispute within the Society;
- At all times keep Executive members and, where necessary, Society staff, informed on issues relevant to the Society and its environment;
- Assist in approving the Agendas for Executive meetings.
The Chairperson may
- Together with, or in addition to the immediate past Chairperson or (Vice-Chairperson), act as spokesperson for the Society when required;
- On request of the executive, preside over matters requiring a recommendation for disciplinary action or possible expulsion from the Executive or the Society;
- Preside over matters requiring disciplinary action or possible expulsion from the Society’s staff establishment;
- Call special meetings when necessary;
- In consultation with the members of the Executive, assist in co-coordinating the staff’s annual performance evaluation and in determining the annual Key Performance Areas (KPAs) required of the staff.
Term of office
- The chairperson shall be elected for a period of three (3) years from the date of his or her appointment;
- The Chairperson will not be re-elected in the immediate following three year term of office, but may be elected again thereafter.
Termination of appointment of the Chairperson
- The Chairperson’s position may be terminated before his or her normal term of office only if in the opinion of the majority of members of the Executive such a step is warranted;
- The reason for the decision of the Executive must be explained to the Chairperson;
- The Chairperson may exercise a right to be heard before a final decision is made.
The role and Responsibility of the Secretary
The Secretary must:
- Ensure that a database of all members is kept and ensure that all membership fees are paid;
- Communicate with members on a regular basis regarding the activities of the Society; 3. Send out notices for the AGM and call a special General Meeting if conditions Necessitate;
- Ensure that an Annual Report is tabled at the AGM;
- Call for nominations of members for election to the Executive Committee when the 3 (three) year term of office of the Executive Committee is due to end;
- Make necessary arrangements of election of the Executive Committee by postal voting if required;
- Ensure that a record of all possessions owned by the Society is kept and Safeguarded;
- Ensure that a record of Minutes of all executive meetings and AGM is kept;
- Ensure that a record is kept of all policies and procedures of the Society and other important documents (e.g. conflict of interest declarations, strategic plans);
- Ensure that all electronic information of the Society is regularly backed up and stored in a safe place.
Term of office
The Secretary shall be elected for a period of three (3) years from the date of his or her appointment.
The role and Responsibility of the Treasurer The Treasurer, in accepting fiduciary responsibility for the Society in terms of Section 10.1 of the Constitution, has the following duties:
- To ensure sound financial governance and to report any deviation of the same to the Executive Committee without delay;
- To safeguarded the Society’s financial assets in line with the Society’s policies and decisions on investment and banking and account keeping;
- To ensure financial accountability, including keeping proper records of investment, income and expenditure;
- To ensure that effective financial controls are in place;
- To ensure that the Society's financial statements and explanatory notes thereto, have been prepared in keeping with generally accepted accounting practices;
- To liaise with the External Auditors of the Society in preparing the annual statements of income and expenditure;
- To present reports on income and expenditure at the Society's Executive.
- To ensure that the annual Financial Statement is tabled at the Annual General Meeting;
- To undertake any ancilliary duties ascribed to the Treasurer by the Executive Committee from time to time;
- To work in close co-operation with the Executive secretary in overseeing the proper record and receipt of payments, to regularly monitor bank statements, to assist with any financial queries and to liaise with the Society's Bank and the Pharmaceutical Industry if so required.
The powers of the Treasurer will include:
- Signing cheques on behalf of the Society in accordance with any rule or regulation in this regard as decided by the Executive Committee;
- Issuing receipts or authorising the issuing of receipts when so required;
- To interact with and assist the Society’s external auditors. The powers of the Executive Committee in respect of the Treasurer shall be:
- To remove the Treasurer from office with immediate effect and without notice if it deems that this is in the interests of the Society and if the Executive Committee has reasonable grounds to make such a decision;
- To elect a Treasurer in keeping with section 8.6.2 of the Constitution of the Society.
Duties of Society members
- The duty of active promotion, support and contribution of the Society’s aims and Objectives;
- To adhere to the requirements set out the Constitution;
- To maintain confidentiality of information if this is reasonably required;
- To provide advice and input to the Society or any of its members;
- To co-operate with other relevant bodies in the interest of the Society when required to do so;
- Not to enter into contracts on behalf of the Society, or use the Society to unreasonably or unfairly promote own interests.
Termination of membership of the Society
- A member shall be censured and membership of the Society will be terminated by the executive committee should his / her action bring the Society into disrepute.
The Office of the Society
The office is responsible for implementing the policies, procedures and decisions of the Executive and for managing the operational and administrative requirements that are delegated to the Executive through the Act and its Charter. Whereas the responsibility of the Executive is largely to provide leadership and develop broad policy, the Society’s staff is responsible for the day to day administrative management of the Society, for proper record keeping and filing. A harmonious relationship, clear understanding and complete and open communication between the two is, thus, crucially important.
The Executive Committee must ensure effective communication, training, supervision, monitoring and control of staff by:
- Providing communication, liaison and training opportunities;
- Establishing, developing and maintaining effective information management and record keeping systems for accurate data-capturing and report keeping.
Disclosure and Conflict of Interest Policy
- The Society will have a written disclosure and conflict of interest policy;
- The policy should be applicable to all members of the Society not only those who have significant independent decision making authority regarding the operations of the organization and workgroups;
- The policy should identify the types of conduct that represents a conflict of interest, should set procedures for disclosure of actual or potential conflicts by members, members of work groups or members of the Executive;
- In the case of established conflict of interest a member may be censured by the executive committee who may, by majority vote, expel or otherwise censure a member.
Disclosure and Conflict of Interest Statements
The Society will provide members and staff or at the discretion the Society’s Executive, an office bearing member, work group or sub-committee, with a disclosure and conflict of interest statement that summarizes the key elements of the organization's conflict of interest policy. The disclosure and conflict of interest statement should provide space for the member, employee or affiliate body to disclose any known financial interest that the individual or the body, or a member of an individual's immediate family, has in any business entity which transacts business with the Society. It is a member’s responsibility, or the responsibility of an office bearing member of an affiliate body if required by the Executive, having signed the disclosure and conflict of interest statement to immediately inform the Executive Committee should there be any change in his or her circumstances. The disclosure and conflict of interest statement should be updated annually.
Access to information
The Society will provide members of the public who express an interest in the affairs of the organization with a meaningful opportunity to communicate with an appropriate representative of the organization. Donor/ sponsor/client relationships and privacy
- The Society has the right to receive gifts or funds;
- The Society will respect the privacy of donors, sponsors or clients and safeguard the confidentiality of information that reasonably would be expected to be private;
- The Society will provide donors, sponsors or clients an opportunity to state that they prefer to remain anonymous and that their name, the amount of their gift, or other information not be publicly released;
- The Society will provide donors, sponsors or clients an opportunity to have their names removed from any mailing lists which are sold, rented, or exchanged;
- The Society will be free from undue influence or excessive pressure from any donor, sponsor or client.
Acceptance of Gifts
The Society will have policies in place to govern the acceptance and disposition of charitable gifts that are received in the course of its regular fundraising activities. These policies will include procedures to determine any limits on individuals or entities from which the organization will accept a gift, the purposes for which donations will be accepted, the type of property which will be accepted, and whether to accept an unusual or unanticipated gift in the light of the organization's mission and organizational capacity.