RULES OF THE RENAL ASSOCIATION AMENDED 5 OCTOBER 2020
ARTICLE 1: DENOMINATION – DURATION – SEAL
1. The name of the association shall be The Renal Association which is, hereafter in these rules, referred to as the ‘Association’.
2. The duration of the Association shall be unlimited.
3. The Association shall have a seal bearing its name.
ARTICLE 2: SEAT
1. The seat of the Association shall be at Appt 2A Meldrum Towers 3 Meldrum St, Beau Bassin or at such place as may be subsequently decided upon by the Managing Committee.
2. Any change of address shall be notified to the Registrar of Associations within fourteen days of such change.
ARTICLE 3: OBJECTS
1. The objects of the Association shall be to:
1.1. promote the profession of nephrology,
1.2.facilitate co-operation and contact between all interested parties in the field of nephrology and related subjects, and
1.3 do all such things that are conducive to the attainment of the above objects.
ARTICLE 4: MEMBERSHIP
- Membership of the Association is open to any doctor fully registered with the Medical Council of Mauritius, residing in Mauritius aged eighteen (18) and over.
Honorary Membership may be conferred to interested parties, at the discretion of the Managing Committee. Honorary members shall have no voting rights nor any fee to pay.
2. The members shall on admission pay an entrance fee of Rs two thousand(Rs 2000) and a yearly subscription of Rs two thousand and four hundred (Rs 2400) payable,by latest 31st March of each year for which it is due.
3. Application for membership shall be made in writing and addressed to the Secretary.
4. The Secretary shall inform an applicant for membership to the Association in writing of the acceptance or rejection of application.
5. Membership shall start on payment of the entrance fees together with the membership subscription.
6. The decision to accept or to reject any application for membership rests with the Managing Committee which shall not have to justify its decision regarding admission or rejection of membership.
ARTICLE 5: MANAGING COMMITTEE
1. The Association shall be administered by a Managing Committee composed of six (6) members, who are fully registered Nephrologists by the Medical Council of Mauritius, to be elected every two (2) years at the Annual General Meeting.
2. Notice of candidature to the Managing Committee and every motion purported to be on the agenda of the Annual General Meeting shall be given in writing to the Secretary of the Association at least seven days before the date for which the meeting is scheduled.
3. The postmark date or any acknowledgement of receipt of the candidature or motion, under paragraph 2 above, by the Secretary shall be proof of such notification within the required time limit.
4. In the event two or more candidates score the same number of votes and in the absence of a voluntary settlement, a draw of lots binding the candidates concerned, shall be effected to determine the candidate(s) to sit on the Managing Committee.
5. Not later than one week after their election or nomination, the elected or nominated members of the Managing Committee shall choose from among themselves a President, a Vice-President, a Secretary, an Assistant Secretary, a Treasurer and an Assistant Treasurer who shall hold office until the next election due; no member shall hold more than one office; the President, Treasurer and Secretary shall not hold office for 2 consecutive terms in the same post.
6. Any member who is also an employee of the Association shall not be allowed to stand as candidate to the Managing Committee.
7. The Managing Committee shall meet at least once quarterly and whenever the President may think it fit.
8. Any four (4) members present shall form a quorum for a meeting of the Managing Committee.
9. Whenever, despite several attempts, the Managing Committee is unable to meet for any reasons whatsoever or whenever the number of members of the Managing Committee falls below the required quorum for a meeting of the Managing Committee due to resignation, or otherwise, of members of the Managing Committee, the Secretary shall cause a special general meeting to be convened and held within one month of the last attempted meeting of the Managing Committee to consider the situation and to take action as appropriate, provided that if the Secretary fails to convene such meeting within ten days of the last attempted meeting of the Managing Committee, any member of the Managing Committee may do so.
10. Notice of any meeting of the Managing Committee shall be given in writing or by e – mail to members by the Secretary at least five days before the date fixed for the meeting, provided that in case of urgencies the notice of meeting may be shorter.
11. Vacancies in the Managing Committee up to a maximum of two in any term of office shall be filled in by members designated by the remaining members of the Managing Committee at a meeting.
12. Any vacancy in excess of two in any term of office shall be filled in by election at a special general meeting convened for the purpose.
13. Managing Committee members may be removed and replaced by a majority vote given at a special general meeting.
14. At a written and motivated request signed by three members of the Managing Committee, the President shall cause a meeting of the Managing Committee to be convened within a fortnight from the date of the request, failing which the signatories may themselves convene the meeting in accordance with paragraph 10 above.
15. The absence of a member from more than three consecutive Managing Committee meetings without good and sufficient cause shall give the right to the Managing Committee to replace him by another member, provided that the following procedure is followed –
15.1 the absenting member is, by registered mail:
15.1.1 either convened to appear before the Managing Committee at a meeting to give reasons as to why he should not be replaced as member of the Managing Committee;
15.1.2 or required to submit in writing of the reasons as to why he should not be replaced as member of the Managing Committee, in which case the absenting member shall submit his explanations by registered mail to the Secretary in a time limit not exceeding fifteen days as from receipt of the request;
15.2 the Managing Committee shall meet and consider the case and decide whether to allow the member to remain on the Managing Committee or replace him.
16. No person who is an undischarged bankrupt, or has, within the three preceding years, been convicted of any offence involving fraud or dishonesty shall be qualified to become an officer or having been so appointed or elected shall continue to act as such.
17.1 The meeting of the Managing Committee required to be held under paragraph 5 shall normally be convened by the outgoing Secretary, or otherwise by any member as agreed upon, in writing, by a majority of the elected members.
17.2 In case of a tie for the appointment of any position in the Managing Committee, at such meeting the issue shall be settled by a draw of lots.
18. Decisions at Managing Committee meetings shall normally be by consensus, or otherwise by a majority vote.
ARTICLE 6: POWERS OF THE MANAGING COMMITTEE
1. The Managing Committee is empowered:
- subject to paragraph 2 –
- to invest the funds of the Association in recognised securities;
1.1.2 to lease or to take on lease or to let movable or immovable property;
1.2 to accept donations and legacies from any source provided that such donations and legacies are free from any conditions detrimental to the objects of the Association;
1.3 to appoint such staff as it may deem fit and proper and fix their remuneration and other conditions of service;
1.4 to set up sub-committees and ad-hoc committees with such terms of reference and on such issues as it may deem fit provided that such committees shall submit reports to the Managing Committee on the matters referred to them.
2. The Managing Committee shall first seek the sanction of a general meeting for any transaction exceeding one thousand rupees per item in value or four thousand rupees in any one year (or for any amount that may subsequently be provided for in the relevant law);
3. The Managing Committee shall not be empowered to dispose, pledge, mortgage or charge any property worth more than three thousand rupees (or any amount that may subsequently be provided for in the relevant law) and belonging to the Association unless such transaction has been approved by ‘special resolution’ in accordance with Section 30 of the Registration of Associations Act.
4. The Managing Committee may appoint up to a maximum of five (5) Honorary Members, with no voting rights nor any fee to pay.
ARTICLE 7: GENERAL MEETINGS
1. The Annual General Meeting shall be held not later than three months after the accounting date.
2. A special general meeting shall be called whenever –
2.1 the Managing Committee so decides;
2.2 there is a written and motivated request signed by not less than ten per cent of the number of compliant members, in which case, the Managing Committee shall cause the meeting to be convened and held within one month from the date of request.
3. If the Managing Committee fails to comply with paragraph 2.2 above, five signatories or ten per cent of the signatories of the request, whichever is the less, may convene and hold the meeting by following the provisions of paragraph 6 below.
4. Subject to the provisions of the Registration of Associations Act, (thirty) 30 % of the number of compliant members, present in person or represented, shall constitute a quorum for any general meeting.
5. In case there is no quorum –
5.1 the Annual General Meeting or the special general meeting convened under paragraph 2.1 above shall be postponed for a fortnight and at that subsequent meeting the business of the day shall be proceeded with notwithstanding the number of members present;
5.2 all other special general meetings shall be absolutely dissolved.
6. Notice of any general meeting with the agenda shall be given in writing by the Secretary to the members at least fourteen (14) days before the date on which the meeting is scheduled;
ARTICLE 8: MODE AND RIGHT OF VOTING.
1. Voting at general meetings shall be –
1.1 by secret ballot, for the election of the members of the Managing Committee;
1.2 Normally, by show of hands unless otherwise required by at least sixty % (60) percent of the number of compliant members present at the meeting.
2. Each member shall be entitled to one vote provided he has been regularly admitted as a member and he is not in arrears with his membership subscriptions for more than three months.
3. Voting by proxy at general meetings shall be allowed subject to Section 28(3) of the Registration of Associations Act and to paragraphs 4 and 5 below.
4. For the taking of a “special resolution” in accordance with Section 30 of the Registration of Associations Act, a member may vote by proxy through another member but no member shall vote as proxy for more than twenty members.
5. For any purpose other than the taking of a “special resolution“, no member shall vote by proxy through another member for more than nine members.
ARTICLE 9: TERMINATION OF MEMBERSHIP
1. The Managing Committee may terminate the membership of any member in case of misconduct.
2. In every case the defaulting member shall be convened before the Managing Committee where he shall –
2.1 have the right to be heard and to lay his defence;
2.2 be entitled to call witnesses to depose in his favour;
2.3 send his defence in writing if he so wishes.
3. Notwithstanding paragraph 2.3 above, a member may be required to appear personally before the Managing Committee and in case he fails to do so without any valid reason, the Managing Committee may take a decision in the matter.
4. Any decision taken by the Managing Committee shall be notified to the defaulting member by registered mail.
5. The defaulting member shall have the right to an appeal against any decision taken by the Managing Committee by sending his appeal to the Secretary by registered mail.
6. Any appeal under paragraph 5 above shall be lodged with the Secretary not later than fifteen (15) days after the receipt of the notification of the decision of the Managing Committee by the member concerned, provided that no appeal shall be considered after this time limit has expired.
7. On receiving an appeal under paragraph 6 above, the Managing Committee shall cause a special general meeting to be convened and held within one month of receipt of the notice of appeal failing which the charges levelled against the defaulting member shall automatically lapse.
8. The decision of the special general meeting concerning an appeal shall be final.
9. Any member who is in arrears with his membership subscription for more than three months without sufficient cause being shown within one month after receipt of a letter from the Secretary or the Treasurer shall have his name crossed out from the “Register of Members” by a decision of the Managing Committee.
10. A member who resigns or who is expelled forfeits all his rights to any property of the Association and to any contribution, monetary or otherwise, he may have made to the Association.
ARTICLE 10: DUTIES OF THE PRESIDENT
- The President shall –
1.1 preside over all meetings of the Association;
1.2 at the Annual General Meeting, submit a report on the working of the Association for the preceding accounting period, together with a statement of accounts drawn up and signed by the Treasurer and certified by the Auditors.
2. In the absence of the President, the Vice-President shall preside over any meeting.
3. In the absence of the President and the Vice-President at a meeting, any committee member chosen from among and by the committee members present at a meeting shall preside over the meeting.
4. In case of equality of votes, the presiding member shall have a casting vote.
5. The Vice-President shall, in the absence of the President, exercise the same powers and rights, and assume the same responsibilities as those of the President.
ARTICLE 11: DUTIES OF THE SECRETARY
1. The Secretary shall –
- convene all meetings of the Managing Committee, general meetings and any other meetings of the Association;
- draw up the minutes of proceedings of meetings which shall, after confirmation at the first ensuing Managing Committee or general meeting, as the case may be, be countersigned by the President;
1.3 have the custody of the records of the Association;
1.4 keep a ‘Register of Members’ in which shall be recorded, in respect of each member –
1.4.1 the surname and other names;
1.4.2 the address;
1.4.3 the date of admission;
1.4.4 the date of birth;
1.4.5 such other particulars as the Managing Committee may require.
2 The Secretary shall, not later than three months after the accounting date in every year, forward to the Registrar of Associations a return containing –
2.1 a certified copy of the statement of the Association required to be submitted to the Annual General Meeting under section 22 of the Registration of Associations Act, together with a declaration specifying whether the statement has been approved by the meeting;
2.2 a statement of the names and postal addresses of the officers of the Association;
2.3 a return of the membership of the Association as on the 31st December of the preceding year; and
2.4 where the Association has amended its rules during the accounting period, a copy of the rules of the Association as amended.
3. The Secretary shall, within fourteen days give written notice of the change to the Registrar of Associations following any change –
3.1 among the Managing Committee members;
3.2 among the Auditors;
3.3 in the address of the office of the Association,.
4. The Assistant Secretary shall, generally, assist the Secretary in his duties but in case of absence of the Secretary, he shall replace the Secretary and exercise the same powers and rights, and assume the same responsibilities as those of the Secretary.
ARTICLE 12: DUTIES OF THE TREASURER
1. The Treasurer shall –
1.1 have the custody of all the accounting books and records of the Association;
- receive all sums of money due or accruing to the Association and deliver receipts thereof;
1.3 within the least possible delay, pay into one or more of the local banks, chosen by the Managing Committee, the money received by him;
1.4 be allowed to keep in his possession a sum not exceeding one thousand rupees (Rs1000), as cash in hand for petty expenses;
1.5 lay before the Managing Committee at its quarterly meeting:
1.5.1 a statement showing the financial transactions of the last quarter;
1.5.2 a list of all members who are in arrears with their subscriptions for three months or more;
1.6 keep a ‘Register of Members’ as prescribed by law;
1.7 prepare the statement of accounts;
1.8 effect all payments exceeding one hundred rupees by cheque;
1.9 produce his books and related documents for examination whenever required by the President or by the Auditors;
1.10 in conjunction with the President, sign all cheques, deeds and other documents of the Association.
1.11 keep a ‘Record of Revenue’ in the form prescribed by law and a cashbook showing its receipts and payments;
1.12 once a year, not later than one month after the accounting date, prepare and submit to the Managing Committee:
1.12.1 a statement of the receipts and payments for the last accounting period; and
1.12.2 a statement of the assets and liabilities of the Association existing on the accounting date;
1.13 on his resignation or on vacation of his office, or whenever required so to do by the rules of the Association or the Registration of Associations Act, render to the Association a true account of money received and paid by him since his appointment or since he last rendered an account, whichever occurs later.
2. The Assistant Treasurer shall, generally, assist the Treasurer in his duties but in case of absence of the Treasurer, he shall replace the Treasurer and exercise the same powers and rights, and assume the same responsibilities as those of the Treasurer.
ARTICLE 13: APPOINTMENT AND DUTIES OF THE AUDITORS
1. Two Auditors shall be appointed at the Annual General Meeting;
2. The Auditors shall need the approval of the Registrar of Associations, if they are not professionally qualified in case the Association is a large association as defined in the Registration of Associations Act.
3. The Auditors shall hold office for two (2) years concurrently with the term of office of the Managing Committee.
4. The Auditors may be removed and replaced by a decision of a general meeting.
5. The Managing Committee shall, upon written request by the Auditors, submit the accounts of the Association for audit.
6. The Auditors shall –
6.1 make a thorough examination of all the books and documents in the custody of the Treasurer at least once yearly and shall forthwith report to the Managing Committee through the President any error or omission detected in the course of the examination;
6.2 verify and certify all statements of accounts prior to their being submitted to the Annual General Meeting;
6.3 draw an inventory of all the belongings of the Association, in conjunction with the Treasurer, at least once yearly.
ARTICLE 14: SECURITY BOND
1. The President, the Vice President, the Treasurer and the Assistant Treasurer shall each become bound with two sureties in the sum of one thousand rupees (Rs1000) jointly and severally for the true performance of their duties.
2. The security bonds shall be filed in the office of the Registrar of Associations without undue delay before the assumption of office of the Managing Committee members mentioned at paragraph 1 above.
ARTICLE 15: KEEPING AND INSPECTION OF BOOKS
1. All books of the Association shall be kept in English or in French.
2. The books shall be open to inspection to any person having an interest in the funds of the Association.
3. All books and documents shall be kept at the seat of the Association.
ARTICLE 16: ACTIONS BY OR AGAINST THE ASSOCIATION
1. The Association shall act, sue and shall be sued, implead or be impleaded and shall do all other acts under its corporate name through its Secretary.
2. Whenever the Association shall be sued or be impleaded and whenever it shall be necessary to serve notices, summonses or any other legal process, judicial or extra-judicial, upon the Association, service upon the Secretary shall be good and sufficient upon the Association.
ARTICLE 17: AMENDMENTS, AMALGAMATION AND WINDING UP
1. No amendments of these rules shall be effected except by ‘special resolution’ taken in accordance with section 30 of the Registration of Associations Act and such amendments shall not be implemented until and unless registered by the Registrar of Associations.
2. The decision to dissolve the Association or to amalgamate it with another association shall be taken by ‘special resolution’ in conformity with law.
3. In the event of winding up of the Association, all its property, movable or immovable, its cash at bank and in hand, shall be disposed of in conformity with law.
4. In compliance with the Registration of Associations Act, the Association shall designate a registered association to which in the event of the Association being wound up, its remaining property shall be transferred.
5.Where the Association has taken a ‘special resolution’ that it shall be wound up, the Secretary shall, within fourteen days after the resolution has been approved, give written notice of the resolution to the Registrar of Associations and lodge with him –
5.1 a certified copy of the minutes of proceedings of the general meeting at which the ‘special resolution’ to wind up the Association has been approved;
5.2 a detailed statement of the assets and liabilities of the Association; and
5.3 a declaration signed by him that section 30 of the Registration of Associations Act has been complied with.
6. In the event of the Association is required to be wound up, all its property shall vest in the Registrar of Associations who shall proceed as laid down in section 18 of the Registration of Associations Act.
ARTICLE 18: SIGNING OF CHEQUES, DEEDS AND OTHER DOCUMENTS
1. The President and the Treasurer shall jointly sign all cheques, deeds and other documents legally binding the Association.
2. In the absence or incapacity of the President or the Treasurer, the Vice President or the Assistant Treasurer shall respectively sign all cheques, deeds and other documents.
ARTICLE 19: MISCELLANEOUS
1. The accounting date of the Association shall be 31 December and its accounting period (financial year) shall be from 01 January to 31 December, except for the first year, from the date of its registration to 31 December.
2. In these rules, words importing the masculine include feminine unless otherwise required by the context.
3. Any member who resigns or who is expelled shall have no claims to a refund of any contribution, monetary or otherwise, made by him to the Association in any way.
4. The Association may be affiliated to any other association, or form part of any federation of associations, local, regional or international, provided that in so doing, such affiliation is not detrimental to the objects of the Association.
5. Any dispute between the Association and any of its members or any person’s claim by or through a member shall be settled by a special general meeting.
6. The handing over of all books, documents, cash in hand, etc., belonging to the Association shall be effected by the outgoing Managing Committee members within two weeks of the date of appointment of the newly elected Managing Committee members.
7. All matters discussed in any meeting must be kept strictly confidential.