NEUROSURGICAL ACADEMY OF WEST, CENTRAL AND EAST AFRICA (NSAWCEA).
ARTICLE OF ASSOCIATION (CONSTITUTION AND BY-LAWS)
ARTICLE 1: INCORPORATION AND DEFINITIONS
1- It is hereby established a scientific association named the Neurosurgical Academy of West, Central and East Africa, abbreviated as NSAWCEA. It shall be a not-for-profit association and shall have its own seal/emblem/logo as above.
2- The association’s registered office is to be situated in Zaria, Nigeria.
3- This article of association shall be cited as article of association of the Neurosurgical Academy of West, Central and East Africa (NSAWCEA).
4- Definitions: unless otherwise stated, the context requires the words and terms hereunder shall have the meanings stated before each:
a- “The association” means the Neurosurgical Academy of West, Central and East Africa (NSAWCEA).
b- “The General Assembly” means all the members of the Neurosurgical Academy of West, Central and East Africa (NSAWCEA) (core members).
c- “The Council” means the scientific council of the Neurosurgical Academy of West, Central and East Africa.
d- “The Bureau” means the executive bureau of the Neurosurgical Academy of West, Central and East Africa.
e- “Member” means the member of the Neurosurgical Academy of West, Central and East Africa.
f- “Neurosurgery” means surgery of the brain, spine and peripheral nerves.
ARTICLE 2: THE OBJECTIVES AND POWERS OF THE ASSOCIATION
1- Objectives.
a- The associations aims to advance neurosurgery for the benefit of the public by promoting cooperation, friendship and fraternity amongst neurosurgeons living and practicing in Africa and the world at large.
b- To improve the quality of care for patients requiring expertise in the specialty of neurosurgery by setting high standards for training, credentialing, peer review and continuous surgical education.
c- To advance expertise, knowledge and understanding of neurosurgery by promotion and study of neurosurgery for the relief from sickness of persons suffering from neurological disorders.
d- To carry out research and offer advice and assistance, generally, for the relief of sickness of persons suffering from neurosurgical diseases.
e- To carry out the aforementioned objective for the benefit of the public by associating with voluntary and other organizations and individuals with particular skills to advance their education and disseminate knowledge amongst themselves.
f- To encourage neurosurgeons of good standing and high contribution to the achievement of its objectives by awarding certificates of awards or fellowship certificates. However, fellowship certificates may also be awarded by examinations organized by the academy.
2- THE POWERS
In addition to any other powers it may have, the Association has the following powers in order to further its objectives (but not for any other purpose):
a) to raise funds. In doing so, the Association must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Association.
d) to borrow money and to charge the whole or any part of the property belonging to the Association as security for repayment of the money borrowed.
e) to co-operate with other associations, voluntary bodies and statutory authorities and to exchange information and advice with them;
f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objectives;
g) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other association formed for any of the objectives;
h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
i) to employ and remunerate such staff as are necessary for carrying out the work of the Association.
(ii) deposit or invest funds;
(iii) employ a professional fund-manager; and
(iv) arrange for the investments or other property of the Association to be held in the name of a nominee; in the same manner and subject to the same conditions as the trustees of a trust are permitted to do.
j) to pay out of the funds of the Association the costs of forming and registering the Association as an association;
(k) to award certificates of recognition to neurosurgeons as fellows of the association/academy or as deemed necessary by the examinations and membership committees.
l) to do all such other lawful things as are necessary for the achievement of the objectives.
ARTICLE 3: MEMBERSHIP
Kinds of membership.
There shall be two kinds of membership as follows:
a) Core membership that enjoys all rights and assume all duties, consisting of neurosurgeons that are registered with the Medical Council of their respective countries in West, Central and East Africa. This is open to all neurosurgeons practicing in respective countries or overseas and who are able to communicate in English.
b) Other types of membership, and those don’t have the right to nominate, vote or run for the presidency or the executive Bureau of the association, namely:
1. Associate membership, includes consultants neurosurgeons that are enrolled in recognized training programs, and people working in the field of neurosurgery or non-physicians.
2. Participating membership that consists of specialists in other disciplines complementary to neurosurgery.
3. Honorary membership, for people who have rendered outstanding services to Neurosurgery.
2- OBLIGATIONS OF MEMBERS
a) Anybody who wants to join the association may make a written application to the Bureau to consider his request; two of the members should endorse the applicant.
b) The Bureau may nominate any individual or entity to acquire honorary membership, this nomination shall be submitted to the General Assembly for approval on its first subsequent meeting.
c) Core members, associate members and participants must pay their membership fees as determined by the internal regulations.
d) The member who does not pay his dues is not entitled to attend the activities of the association.
e) Membership expires by resignation or death or by a resolution of the Bureau; a member whom such resolution is issued against may appeal this decision to the General Assembly.
3- SANCTIONS
In case of violation of the rules contained herein, the Bureau may choose to apply any of the following sanctions:
a) Give notice.
b) Give written warning.
c) Suspension of membership for a certain period to be determined on a case-by-case basis.
d) Termination of membership, the General Assembly may approve the sanction, amend it, revoke it or replace it by another.
ARTICLE 4: THE ORGANS OF THE ASSOCIATION
1. The Executive Bureau:
a) The Bureau is the legal representative of the General Assembly and consists of nine members, elected by the General Assembly as follows:
1- Honorary President I
2- Honorary President II
3- President elect.
4- Vice President.
5- Secretary General.
6- Financial Secretary.
7- Secretary of Scientific and Research Affairs.
8- Secretary of examinations membership affairs.
9- Secretary of external affairs.
b) The term of the Bureau in office shall be five years. When completed, the Bureau should call on the General Assembly to convene and elect a new Executive Bureau, or allow the existing Bureau to continue to another term. The meeting shall not be postponed or delayed unless such is necessary and approved by two thirds of the members of the General Assembly.
c) The bureau shall be responsible for keeping the association’s documents and managing all its activities, and in particular the following:
1- Implementation of policies and goals adopted by the General Assembly.
2- The formation of committees and scientific sub-offices.
3- Managing the association’s property and financial resources and the acceptance of gifts and donations on the association’s behalf.
4- Appointment of the editorial boards of the publications and periodicals issued by the association.
5- Nomination of new members and honorary members of the association.
2. THE GENERAL ASSEMBLY
a) The General Assembly shall meet at least once a year; a legal quorum is established upon the presence of half of the members who meet the membership conditions provided herein. Meeting shall be held in Zaria (Nigeria), Mamfe (Cameroon) and Dar es Salaam (Tanzania), rotationally, in order to cover all the three regions of Africa.
b) The General Assembly shall issue its resolutions by simple majority except the resolution; to amend this memorandum, to dismiss the bureau; and to terminate a membership, those are to be issued with the consent of two thirds of the members of the Assembly.
c) The General Assembly shall elect the bureau, hold it responsible for its actions, accept its resignation and dismiss it in accordance to this Constitution/by-laws of association.
d) The General Assembly shall decide on the members’ appeals against resolutions of the bureau.
e) The General Assembly shall determine the categories of membership and registration fees.
f) The General Assembly shall hold an extraordinary meeting at the request of two thirds of the members or at the request of the bureau.
g) In the absence of a quorum at the first meeting, another meeting, which does not require a quorum, shall be held after two weeks.
h) Amending this article of association shall be in a general meeting of the General Assembly dedicated for this purpose with the approval of two thirds of the members of the General Assembly and the presence of a representative of the World Federation of Neurosurgical Societies (WFNS).
i) The General Assembly may not be dissolved unless by approval of four-fifths of the members of the General Assembly at a meeting dedicated to this purpose and with the presence of a representative of the WFNS. In the event of dissolution, the ownership of the property of the General Association shall be transferred to the WFNS, provided fulfillment of the Association’s debts, if any, is made.
ARTICLE 5: FINANCE RESOURCES
The Association’s Finance consists of the registration fee, membership dues, any fees established by the Bureau and any donations for the Association, whether monetary or otherwise.
ARTICLE 6: ELECTIONS
1. General Assembly shall elect by direct voting, every five years, seven of its working members for the membership of the Bureau, the General Assembly shall elect from among the afore-said nine, the President and the Secretary-General and the Bureau shall distribute the other offices among its members as provided for in Article 6.
2. The term of the bureau shall be five years, when completed the bureau shall call the General Assembly to convene to elect a new bureau or to allow the existing bureau to continue to another term. This meeting may not be postponed unless absolutely necessary and with the consent of two thirds of the members of the General Assembly. A single member may handle up to three posts in the Bureau, provided approval is granted him/her by the General Assembly.
3. The General Assembly shall complete all the work related to completion of bureau’s term in just one day, namely reading and approving of the reports, nomination and voting and the counting of votes.