CONSTITUTION NAMIBIAN OPTOMETRIC ASSOCIATION

1 ESTABLISHMENT, NAME
1.1 An Association is hereby established under the common law of the Republic of Namibia by virtue of this Constitution.

1.2 The name of the Association shall be Namibian Optometric Association.

1.3 The informal Association known as Namibian Optometric Association in existence until the formation of this Association in terms of this Constitution shall, against formation of this Association, be disbanded, and all existing rights and obligations shall be transferred to and taken over, ceded and assigned by the former to the latter.

2 OBJECTIVES
2.1 To promote and protect the interests of the optometrically related professions (“the professions”) as well as the public.
2.2 To maintain and enhance the standards of conduct and integrity of all members in practicing their profession.
2.3 When requested to do so by the Allied Health Professions Council established under the Allied Health Professions Act No. 7 of 2004, to assist the Council in any manner deemed to advance the interests of the professions as well as the public.
2.4 To represent the professions and address any concerns or matters of interest and bring these before the Allied Health Professions Council established under the Allied Health Professions Act No. 7 of 2004.,
2.5 To define and enforce, or assist with the enforcement of, correct and uniform practice and discipline among members.
2.6 To enter into agreements with Medical Aid Schemes or Funds for the benefit of members and contractually enforce such agreements against members and the Medical Aid Schemes or Funds and ensure compliance by members therewith.
2.7 To co-operate and liaise with other bodies, organisations and agencies, including the Government of the Republic of Namibia and medical aid funds.
2.8 To represent, protect and assist members with regard to their conditions of practice and related matters and to consider and deal with all matters affecting the professional interest of members.
2.9 To create a platform where issues pertaining to optometry in Namibia can be discussed and policies can be implemented.

3 INCOME AND PROPERTY
3.1 Acquisition and Disposal of Property, Gifts and Legacies:
3.1.1 The Executive Committee of the Association (the Executive Committee) shall have the authority to acquire or dispose of any asset, gift and/or legacy, movable or immovable, and shall be capable of acquiring title to immovable property.
3.2 Sole Utilisation:
3.2.1 Any property or income shall be utilised solely in the furtherance of the aims and objectives of the Association. The Association shall not transfer any portion thereof directly or indirectly in any manner whatsoever so as to profit any person or organisation other than by way of the payment in good faith of reasonable remuneration to any officer or employee of the Association, any organisation or person (legal or natural), for services rendered to the Association.
3.3 Investment of Funds:
3.3.1 All funds shall be deposited with a registered financial institution in Namibia.

4 AREA OF OPERATION
4.1 The Association shall limit its activities to Namibia, provided that it shall be authorised to engage in activities in foreign jurisdictions if the activities are, in the opinion of the Executive Committee, conducive towards the attainment of the objects of the Association.

5 MEMBERSHIP
5.1 Members:
5.1.1 Only practicing optometrists, optical dispensers, orthoptists and persons carrying on optometric related professions who are duly registered with the Allied Health Professions Council established in terms of the Allied Health Professions Act, Act 7 of 2004 shall be entitled to be members of the Association; provided that non-practicing members not registered with the Council but who apply to be granted associate membership may, in the discretion of the Executive Committee and on such terms and conditions as may be stipulated be granted associate membership.

5.1.2 There shall be two classes of membership, namely voting and non-voting members. Members who are Namibian citizens or who are admitted to permanently reside, and do so permanently reside, in Namibia shall be entitled to vote at all general meetings of the Association, while members who are not so qualified and are accordingly non-voting members, or who are associate members, shall be entitled to attend general meetings of the Association, but shall not be entitled to vote. Prospective members shall, when making application for membership, provide proof of Namibian citizenship or permanent residence and furnish the Executive Committee with a residential, business, postal and email address in Namibia at which all notices may be lawfully served in terms of this Constitution.

5.1.3 Subject to the aforegoing, all persons present at a meeting convened for the purposes of establishing this Association, herein referred to as the inaugural meeting, and who qualify as members in terms of this Constitution, shall be admitted to membership against payment of an initial membership fee of N$1.00 and signature of the attendance register for the meeting, which shall also record the full names of the member and his or her address. Upon compliance with the aforementioned formalities, each person who so has been admitted to membership shall be deemed to have agreed to be bound by and undertakes to comply with the terms and conditions of this Constitution.

5.1.4 The first members of the Executive Committee shall be the following persons, elected office holders on behalf of Namibian optometrists under the informal association mentioned in clause 1.3 in existence immediately prior to the formation of the Namibian Optometric Association established by this Constitution, and who shall hereby be deemed to have been elected to office until the first annual general meeting of the Association: Zelda Crous, Susan Schutte, Roy Hermanus, Andreas Döpke and Helét Westraadt.

5.1.5 A Membership register shall be kept.

5.1.6 Subsequent applications for membership shall be subject to the approval by a two thirds majority of the Executive Committee at any regularly convened meeting of the Executive Committee.

5.1.7 Membership fees shall be recommended by the Executive Committee and require approval at a General Meeting of the Association. Different categories and levels of membership fees may be provided for to accommodate voting, non-voting and associate members or other special circumstances.

5.2 Termination of membership shall occur:-

5.2.1 When a member has submitted his/her resignation in writing.

5.2.2 On the death of a member.

5.2.3 If the member becomes of unsound mind.

5.2.4 If a voting member has failed to attend two consecutive annual general meetings without written excuse, and his or her membership is terminated by the Executive Committee in its discretion. Such member shall first be called upon to, and may, make written representations to the Executive Committee as to why his or her membership should not be terminated.

5.2.5 If a member has failed to pay his or her membership fees and these remain outstanding for a period of six months.

5.2.6 The Executive Committee may terminate membership if a member’s behaviour or conduct seriously jeopardises and puts at risk the rights and interests of the Association and such behaviour and conduct is according to the Executive Committee detrimental to the rights, interests and objects of the Association. Where the Executive Committee is considering termination of membership on the grounds aforesaid, it shall give thirty (30) days written notice thereof to the member with full reasons and indicating the date on which the motion for termination will be tabled and the matter will be considered. The member shall be entitled to make written representations to the Executive Committee, to reach the Executive Committee not less than seven (7) days prior to the date set for consideration of the matter. The member will be notified in writing of the Executive Committee’s decision.

5.3 The Executive Committee may at any time recommend the expulsion of a member, provided that notice of the intention shall be given in writing to the member, with full reasons, at least thirty (30) days before the meeting of the Executive Committee at which the motion will be tabled. The member shall be entitled to make written representations to the Executive Committee as to why he or she should not be expelled, to reach the Executive Committee not less than seven (7) days prior to the date set for consideration of the matter.

5.4 If the rights and interests of the Association are seriously jeopardised and at risk, the Executive Committee may suspend membership with immediate effect pending a final decision at a subsequent Executive Committee meeting. A member whose membership has been suspended shall be given written notice of the suspension, with full reasons, within five (5) days of the meeting of the Executive Committee at which the suspension was effected. The member shall be entitled to make written representations to the Executive Committee as to why he or she should not be suspended, to reach the Executive Committee within fourteen (14) days of the suspension notification was dispatched. The Executive Committee shall thereafter reconvene to consider the representations and make such ruling as the Executive Committee deems fit.

5.5 Appeals against termination of membership in terms of clause 5.2.6, suspension or expulsion of a member may be made by the member concerned in writing to the Executive Committee requesting a personal hearing within thirty (30) days after the Executive Committee has made its decision known to the member concerned by written notice to the address of the member.

6 LEGAL STATUS

6.1 The Association shall:

6.1.1 Exist in its own right separately from its members.

6.1.2 Have perpetual existence and continue to exist even when its membership changes and there are different office bearers.

6.1.3 Be able to sign contracts and enter into any other legal relationships consonant with the objectives of the Association.

6.1.4 Be capable of suing and being sued in its own name.

6.1.5 Be able to own movable and immovable assets subject to clause 3.2. 7 ANNUAL GENERAL MEETING

7.1 The Association shall hold an annual general meeting on a date that shall not extend beyond the closing date of the financial year of the Association with more than three (3) months. The first general meeting of the association shall be held at such time not being less than three month nor more than six months after the adoption of this Constitution at such time and place as the Executive Committee shall determine.

7.2 Notice of meeting. Forty two (42) days’ notice in writing of such Annual General Meeting shall be given to all members. It is recorded that the Association will endeavour to hold its Annual General Meeting on the first Saturday in the month of July in each year. The venue, date, nature of the meeting and business to be transacted in the form of an agenda shall be specified, and the attendance register and minutes of the pervious Annual General Meeting shall be circulated. Members shall be invited to propose nominations for members to be elected to the Executive Committee. Nominations for the Executive Committee (which shall be signed and accepted by the nominee) shall be provided in writing to the secretary at least twenty one (21) days before the meeting to enable such nominations to be included in the final agenda to be circulated fourteen (14) days before the meeting. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

7.3 Manner of giving notice. A notice may be given by the Association to any member either personally or by sending it by post, email or facsimile to him or her to his or her address, email address or facsimile number as supplied to the Association for the giving of notice to him or her. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of two days after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by email or facsimile, service of the notice shall be deemed to be effected on the day following the date of transmission.

7.4 Quorum. A quorum shall be sixty percent (60%) of the members, of whom at least two shall be office bearers of the Executive Committee, present at the commencement and throughout the meeting. If a quorum is not present within one hour of the time set for commencement of the meeting, the meeting shall be adjourned to a day not less than seven (7) and not more than twenty one (21) days after the date of the meeting, and, if at such adjourned meeting a quorum is not present, then the members present within fifteen minutes after the time appointed for the adjourned meeting, shall form a quorum. Due notice of an adjournment shall be given to members, in writing, stating the time, date and venue to which the meeting has been adjourned, the matter before the meeting when it was adjourned, and the grounds for the adjournment. No new matter shall be dealt with at an adjourned meeting.

7.5 Voting. Only voting members of the Association, as defined in clause 5.1.2 shall have the right to vote. Every voting member shall have one vote. On an equality of votes, the chairperson shall not have a deciding vote. Voting shall be on a show of hands unless a poll is demanded (before or on the declaration of the result of the show of hands). The declaration by the chairperson on the outcome of a vote shall be conclusive, unless a poll is demanded. If a poll is duly demanded it shall be taken in such manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

7.6 Proxy. On a poll votes may be given either personally or by proxy.

7.7 Instrument of proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing. A proxy must be a member of the Association.

7.8 Deposit of instrument. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be presented to the chairperson not later than at the commencement of the meeting or adjourned meeting at which the person named in the instrument proposes to vote, failing which the instrument of proxy shall not be treated as valid.

7.9 Business for consideration at every annual general meeting shall be as follows:-
7.9.1 To receive and adopt the report from the chairperson.
7.9.2 To receive and adopt the reports of any subcommittees.
7.9.3 To elect or reappoint the Executive Committee and appoint the auditor.
7.9.4 To receive and adopt the financial report.
7.9.5 To receive and adopt the budget for the ensuing year.
7.9.6 Such other business as may be decided, provided that any member wishing to bring forward any particular business for discussion or to forward any proposal for the consideration of the meeting shall give notice of his/her intention to do so in writing to the secretary at least twenty one (21) days before the meeting to enable such business or proposal to be included in the final agenda to be circulated fourteen (14) days before the meeting.
7.9.7 Any other business allowed by the Chairperson under the heading “general”, but which shall be for discussion only and shall not be voted upon.
7.10 All annual general meeting minutes shall be taken in writing and be kept and members who attend such meeting shall sign the attendance register.

8 EXTRAORDINARY MEETINGS
8.1 Extraordinary general meetings:


8.1.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

8.1.2 The Executive Committee may, whenever it thinks fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on requisition by not less than ten percent of the members or, in default by the Executive Committee, may be convened by such requisitionists, on due written notice to all members of the Association.

8.1.3 Notice of extraordinary general meetings shall be on not less than fourteen days’ notice, and given as near as possible in accordance with the provisions relating to the annual general meeting set out in clause 7.

8.1.4 The proceedings at extraordinary general meetings shall take place in accordance with the provisions of clause 7 as regards quorum and voting; provided that if a quorum is not present the meeting shall be regarded as dissolved.
8.1.5 Where a meeting is convened on requisition or by the requisitionists, the members requisitioning the meeting shall sign their petition, which shall set out the object of the meeting and its agenda.

9 MANAGEMENT OF ASSOCIATION:

9.1 The Executive Committee shall manage the day-to-day operations of the Association, and may pay all expenses incurred in promoting the Association, and may exercise all such powers of the Association as may be prescribed by the members in general meeting; but no regulation made by the members in general meeting shall invalidate any prior act of the Executive Committee which would have been valid if that regulation had not been made.

9.2 Subject to the provisions of this Constitution the Executive Committee members may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit.

9.3 The Executive Committee shall be made up of not less than five (5) and not more than seven (7) members, including the chairperson, secretary and treasurer.

9.4 Executive Committee members are not entitled to remuneration, but their membership fees shall be waived during their term of office. The Executive Committee members shall also be paid all travelling, hotel and other expenses properly and reasonably incurred by them, and approved by the Executive Committee, in attending and returning from meetings of the Executive Committee or general meetings of the Association or in connection with the business of the Association.

9.5 There shall be the following qualifications and restrictions applicable to persons who may be members of the Executive Committee:
9.5.1 Only voting members as defined in clause 5.1.2 shall be qualified to be elected to the Executive Committee;
9.5.2 Only one optical dispenser may serve on the Executive Committee during any term;
9.5.3 Not more than two (2) members from the same practice or group of practices shall serve on the Executive Committee during any term.

9.6 The first members of the Executive Committee shall be the persons whose names are recorded in clause 5.1.4, who shall hold office until the next Annual General Meeting, at which all but one (1) (determined by lot) shall retire from office, although they shall be entitled to be re-elected to office.

9.7 Subsequent Executive Committee members shall be elected at the Annual General Meeting to be held in each year, by majority vote. The term of office of every Executive Committee member (other than the chairperson, who shall serve a two year term) from then onwards shall be one (1) year. A retiring Executive Committee member shall be eligible for re-election, it being intended that there should be continuity from one Executive Committee to the next. A person shall only be entitled to be re-elected to the Executive Committee on three (3) successive terms.

9.8 The chairperson shall be elected by the Executive Committee members from their number for a two (2) year term.

9.9 The Executive Committee shall meet on a bi-annual basis or, if the chairperson deems it necessary, more often. Any Executive Committee member shall be entitled to requisition a meeting of the Executive Committee by submitting a request in writing to the chairperson, who shall then be obliged to convene a meeting of the Executive Committee.

9.10 Seven (7) days written notice of meetings shall be given to Executive Committee members. If it is a special meeting it can be by way of verbal notice by the chairperson.

9.11 A member of the Executive Committee will be deemed to have resigned if he or she fails to attend two (2) consecutive meetings without having submitted in writing suitable reasons for failing to attend meetings.

9.12 The quorum for meetings of the Executive Committee shall be a majority of Executive Committee members present in person at the commencement and throughout the meeting.

9.13 Minutes of all meetings shall be noted and kept by the secretary and signed by the chairperson and secretary after approval and adoption at the next meeting. Minutes shall record the names of the Executive Committee members present, those absent with an apology and those absent without an apology. Copies of minutes of the Executive Committee shall be available to members on written request.

9.14 The Executive Committee shall have the power to appoint sub-committees as may be required. All sub committee shall report to the Executive Committee and shall be subject to its control. On account of expert knowledge any person can be appointed to serve on a subcommittee. The minutes of meetings of any sub-committee must be presented to the next Executive Committee meeting for ratification, and shall only have legal effect thereafter, unless the Executive Committee, when appointing a sub-committee directs otherwise. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the convener of the committee shall have a second or casting vote.

9.15 The Executive Committee may appoint an administrative secretary, who need not be a member, to assist with administrative and secretarial functions, on such terms and conditions as the Executive Committee may determine from time to time.

9.16 Voting on all business before the Executive Committee shall be by show of hands unless otherwise determined by a majority of the Executive Committee members present or at the discretion of the chairperson. If the vote is a tie on an issue, then the chairperson shall have a second or deciding vote.

9.17 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed, drawn, accepted, indorsed, or otherwise executed, as the case may be, in such manner as the Executive Committee shall from time to time by resolution determine.

9.18 The Executive Committee members shall not be liable for any loss sustained by the Association from whatsoever cause arising, save and except any loss sustained as a result of gross negligence or the wilful dishonesty of the Executive Committee members, either collectively or individually. The Association hereby indemnifies the Executive Committee members against all actions, proceedings, costs, liabilities, claims, expenses and demands in respect of any matter or thing done or omitted to be done in any way in the execution of their office as Executive Committee members.

10 DUTIES OF THE EXECUTIVE COMMITTEE.
10.1 Duties of the chairperson shall be to:
10.1.1 Preside at the meetings of the Executive Committee and ensure that the personnel carry out all resolutions of the Executive Committee.
10.1.2 Ensure that an annual report of the Association's activities is rendered at the Annual General Meeting for the year under review.
10.1.3 Exercise such powers and perform such duties as usually pertain to this office and / or such other duties as may from time to time be delegated or prescribed by the Executive Committee or the members in Annual General Meeting.
10.2 The duties of the Secretary to the Executive Committee shall be to:
10.2.1 Give notice of all meetings or cause such to be given. Where possible notice of meetings shall be given electronically, and each member shall notify the Association of a valid email address that may be used for this purpose.
10.2.2 Keep minutes of all meetings.
10.2.3 Perform such other duties as usually pertain to this office and / or such other duties as may from time to time be delegated or prescribed by the Executive Committee or the members in Annual General Meeting.
10.3 Subject to the overall control and responsibility of the Executive Committee as set out in clause 11.1 below, the duties of the Treasurer to the Executive Committee shall be to:
10.3.1 Receipt, bank and keep records of all the money received by the Association.
10.3.2 Pay all the Association’s accounts against presentation of proper invoices. Unless otherwise determined by the Executive Committee as provided for in clause 9.17 the treasurer and one other member of the Executive Committee may be granted singing powers on the bank account of the Association by the Executive Committee, failing which any two Executive Committee members shall be given such power at a duly convened meeting of the Executive Committee by resolution.
10.3.3 Whenever funds are withdrawn from the bank account, the treasurer and one other member of the Association as appointed by the Executive Committee must sign a withdrawal request.
10.3.4 Keep proper records of the Association’s income and expenses.
10.3.5 Control the finances of the Association.
10.3.6 Ensure that the Association’s annual financial statements are prepared for presentation to the Annual General Meeting.

11 FINANCES
11.1 The Executive Committee shall propose a budget to be tabled for approval at the Annual General Meeting for the ensuing year.
11.2 The Executive Committee shall cause proper books of account to be kept with respect to -
11.2.1 all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place;
11.2.2 all income received and expenses incurred; and
11.2.3 the assets and liabilities of the company.
11.3 All funds received by the Association shall forthwith be deposited in a banking account opened with a registered banking institution in accordance with clause 3.3.
11.4 The financial year of the Association shall be from 1 July in one year until the last day of June in the following year.
11.5 An auditor may be appointed by the Annual General Meeting.
11.6 The books of account shall be kept by the Treasurer, and shall be available for inspection by any Executive Committee member and the auditor on demand.
11.7 The Association’s accounting records and reports must be finalised and completed and distributed to Members at the annual general meeting to be held following the end of the financial year to which they relate.

12 AMENDMENTS TO THIS CONSTITUTION
12.1 There shall be no entrenched rights, but the objects of the Association and the Code of Ethics shall not be amended unless at least seventy five percent (75%) of the members vote in favour of such amendment at a duly convened general meeting of the Association.

12.2 Other Constitutional amendments may only be made with the prior approval of two thirds of the members of the Association in general meeting.

12.3 Notice shall be given in writing not less than twenty one (21) days before the date on which the meeting at which amendments to the Constitution will be proposed will be held. The notice must state that proposed amendments to the Constitution will be discussed at the meeting and provide detailed particulars of the proposed amendments and the reasons therefore.

13 DISSOLUTION
13.1 The Association may be dissolved if at least seventy five percent (75%) of the Members of the Association vote in favour of dissolution at a duly convened general meeting.

13.2 All outstanding accounts and obligations of the Association shall have been settled before its final dissolution.

13.3 Should it become impossible for the Association to continue functioning according to its objectives, any movable or immovable assets shall not be distributed to its members, but shall be transferred to other organisations within Namibia with aims and objects as near as possible to aims and objects herein contained.

ADOPTION OF THE CONSTITUTION
14.1 The persons present at the meeting convened and held as provided for in clause 5.1.3 have approved of and adopted this Constitution on the date of the said meeting.

14.2 The members have authorised the Executive Committee members to execute this Constitution, thereby signifying such approval and adoption.