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Constitution

 

 Preamble

The Ethiopian Society of Obstetricians & Gynecologists (ESOG) was established in 1992 G.C. Its mission is to promote and enhance sexual and reproductive health (SRH) through evidence based and cohesive action of the society with active participation of its members and broad national & international partnership.

Realizing that Ethiopia is the third populous country in Africa and among the least developed countries in the world with the background of a rapid annual population growth rate, the society recognizes that sexual and reproductive health is an issue that has a very high significance. It also recognizes the need for a comprehensive and multi-sectoral approach for a significant impact in reducing maternal mortality and morbidity stemming from pregnancy related complications.

ESOG, with an aspiration to see a society where all people in Ethiopia have the right to and enjoy full sexual and reproductive health, is committed to mobilize its members to continue to be the guiding light in sexual and reproductive health.   

The Ethiopian Society of Obstetricians & Gynecologists, to insure SRH practice for all people in Ethiopia and leading the campaign to save lives full participation of its members, is an organization which offers better hope to the Ethiopian Mothers and Children.

 This is a constitution revised as per the request made by the Ministry of Justice.

The Ethiopian Society of Obstetricians & Gynecologists
Constitution

Part I


1. Establishment

A humanitarian organization, named “Ethiopian Society of Obstetricians & Gynecologists”, is established on April 16/1992 for an indefinite period of time.

2. Name of the organization

The name of the organization is "Ethiopian Society of Obstetricians and Gynecologists (ESOG))". Here after it is referred to as the society.

3. Definition

Unless the context requires other wise, in this statute:

3.1 “Society” means the Ethiopian Society of Obstetricians & Gynecologists.

3.2 “Executive Board” means the management board elected by the general assembly to execute the objectives of the society.

3.3 "Journal or publication" means researches, books, booklets, newsletters, manuals,           proceedings, guidelines, protocols, and standard operating protocols.

4. Amendment

The Constitution of the Ethiopian Society of Obstetricians & Gynecologists which was approved in 1992 and amended in 2000 & 2007 is, hereby, further amended as follows.

5. The Address of the Society

 The head office of the society is in the city of Addis Ababa, Kirkos Sub city, Kebele 15/16, House No. 128/7, Telephone No. 0115506068/69, Fax No. 0115506070, Post office Box No. 8731. The society may establish branch offices in any place in Ethiopia, whenever necessary.  

6. Vision

To see that our community understands the elements and properly utilizes the services of sexual and reproductive health (SRH); and that the profession secures the proper professional environment to realize its mission.

7. Mission

To promote and enhance sexual & reproductive health (SRH); through evidence based and cohesive action of the society with active participation of its members and broad national & international partnerships.  

8. Goal

To support the improvement of standards, ethics and practice of sexual & reproductive health.

9. Objectives

9.1. To insure high standard of SRH practice in Ethiopia in order to attain the highest possible level of health for women and children in the country.

9.2. To influence policy, strategy and plan development and training and research in SRH.

9.3. To improve professional excellence through training and the dissemination of appropriate knowledge and practices in SRH.

9.4. To advocate and promote high standard ethical practices in SRH.

9.5. To promote research in SRH.

9.6. To strengthen professional linkages with similar Societies and organizations in and outside Ethiopia.

9.7. Informing the community about the benefit of reproductive health and making them aware of its advantages.

9.9. To contribute towards the country’s all round development by taking SRH into consideration.

Part II

10. Membership

10.1.  Full member

A Medical Doctor, who has completed a post graduate study in Obstetrics & Gynecology profession and registered in the country, is eligible for full membership.

10.2. Associate Member

10.2.1. Residents in Obstetrics and Gynecology

10.2.3.Other health and non-health professionals who, in the opinion of the executive board, can contribute to sexual and reproductive health and support the society to achieve it’s objectives.

10.2.3. Organizations, which support the objectives of the society, may join the society as an associate member.

10.3. Honorary member

Those, who in the opinion of the executive board may merit an honorary membership and approved by the general assembly, may join the society as honorary members.

10.4. Life time member

10.4.1. Full members may opt to become life members by paying a lump sum fee equivalent to 20 years subscription.

 10.4.2. A life time member of the society shall be exempted from paying subsequent annual membership fees while continuing to exercise his/her rights and obligations in the society during his/her life time.

10.5. Membership requirements

Membership is full fledged upon complying with the following:

10.5.1. Filling a membership form

10.5.2.Effecting the required membership fee

10.5.3.Abiding by the rules of the society’s constitution

10.5.4.The Membership request being accepted by the executive board and approved by the general assembly.

10.6 The Rights and Obligations of Membership

10.6.1. Full Member

Any full member, who fulfills the criteria indicted in Article 10.5, shall have the following rights and obligations:  

10.6.1.1. Promote the objective of the Society.

10.6.1.2. Elect and  be elected executive board member of the society .

10.6.1.3. Express views and participate in all activities of the society.

10.6.1.3. Gain the benefits and privileges accorded by the society.

10.6.1.4. Abide by the constitution of the society and adhere to the code of ethics in medical practice..  

10.6.2. Associate and honorary members

Associate and honorary members may attend general assembly but cannot vote or stand for elections

10.7. Termination of Membership

Membership may be terminated on following conditions:

10.7.1. Upon a written resignation delivered to the society.

10.7.1. Failure to abide by the rules and regulations of the society.   

10.7.1. In case of professional misconduct.

10.8. Membership fees

10.8.1. Full members shall pay birr 100 per year

10.8.1. Associate members shall pay Birr 50 per year

10.8.1. Institutional members shall pay birr 2,000 per year

10.8.1. Honorary members are exempted from membership fee.

Part III


The Organizational Structure of the society

11. The society shall have general assembly, executive board, general manager, auditor, financial officer, treasurer and other relevant employees.



13. The General Assembly of the Society

The general assembly is composed of all members of the association.



14. Duties and responsibilities of the General Assembly

The general assembly is the supreme body with final authority on all   matters of the society; and this being maintained, the general assembly shall have the duties and responsibilities to:

14.1 Meet once in a year in the month of January for ordinary meeting and any time as appropriate for extraordinary meeting.

14.2 Discuss and approve the annual budget and plan of action of the society.

14.3 Elect or dismiss the executive board of the society.  

14.4 Approve the appointment of the General Manager of the society and dismiss the same

14.5 Appoint and dismiss the external auditor of the society

14.6  Amend the constitution of the society.

14.7 Give final decision on membership admission and dismissal.

14.8 Hear, examine, approve or disapprove the report of the executive organ or the auditor.

 14.9 Make final decision on the dissolution of the society

14.10 Delegate its authority fully or partially to the executive board or members when the need arises.



15. The Executive Board

The executive board will have 7 members

15.1 President

15.2 Vice President

15.3 Secretary

15.4 Four Members

15.5 The general manager of the society attend the meetings of the executive board without having a voting right



16. Duties and Responsibilities of the executive board

The executive board shall be accountable to the general assembly and have the following duties and responsibilities to:

16.1. Employ or dismiss the general manager and present to the general assembly for approval during the upcoming general assembly meeting.

16.2 Follow whether the decision or plans of the general assembly are executed properly by the general manager.

16.3 Present to the general assembly decisions proposal of the secretariat on new or improved policies of the society.

16.4 Ensure the availability of financial and material resources.

16.5 Submit for the decision of the general assembly the opening of branch offices at appropriate places.

16.6 Submit with comment for the general assembly’s decision on the reports of the secretariat.

16.7 Develop and approve regulations for employees’ recruitment and administration.

16.8 Submit for decision the short, medium and long term strategic plan and budget proposal of the society after consultation.

16.9 Develop the internal regulations of the executive board.

16.10 Call extraordinary meetings of the general assembly when the need arises.



17. Duties and Responsibilities of the President of the Society

The president shall have the following duties and responsibilities.

 17.1 To officially represent the society and make internal and external   correspondence, according to the directives of the executive board.

17.2 To preside and call all ordinary and extraordinary meetings of the general assembly and the executive board.

17.3 To follow and direct the secretariat to implement the decisions of the general assembly and the executive board.

17.4 To submit decisions, strategies and directives of the executive board for approval, to the general assembly.

17.5 To forward to the secretary agendas and matters that require decision of the board.



18 Duties and Responsibilities of the Vice President

The vice president shall have the following duties and responsibilities.

 18.1 To act on behalf of the president on his absence.



19. Duties and Responsibilities of the secretary

The secretary of the society shall have the following duties and responsibilities.

19.1 To keep records and minutes of the general assembly and the executive board.

19.2 To be responsible for the distribution of the decisions of the board.

19.3 To assume the responsibilities of the president and the vice president in their absence until the general assembly makes replacement.

19.4 To prepare the agendas of the board in consultation with the president.



20. Terms of office of the executive board

20.1 A member of the executive board shall serve only for one term (two years). However, he/she may be re-elected for only one additional consecutive term.

 20.2 The outgoing executive board one member shall be a member of the   incoming executive board without going to the process of re-election for one additional consecutive term, to facilitate smooth transfer of societal activities and share experience with the newly elected members.



21. Duties and Responsibilities of the General Manager

The general manager is accountable to the executive board and shall have the duties and responsibilities to:

21.1. Represent the society in its official dealings, issue power of attorney, sign agreements and make internal and external correspondence, in accordance to the delegations and directives given by the executive board.

21.2. Administer or withdraw funds from the society’s account jointly with the finance officer as per the delegations and directives from the executive board.

21.3. Implement the decisions of the general assembly and the executive board.

21.4. Submit the quarterly and yearly financial report of the society to the board.

21.5. Prepare and submit the society’s policy, budget and activity plan to the board.

21.6. Initiate ways and methods of getting revenue, to achieve the objectives of the society.

21.7. Employ, administer, dismiss, and set salary & allowances of the employees of society according to the directives of the board.

21.8. Submit to the board all relevant staff structure except that of the financial officer and Treasurer.

21.9. Follow up, coordinate and direct all activities of the employees of the association including the financial officer and treasurer.

21.10. Give decision in all management activities of the society.

21.11. If the general manager is a member of the society he shall abstain from voting when the issue to be voted upon involves his decision in person.

21.12 Implement the decision of the board unless such decision is against this constitution or the decision of the general assembly.



22. Duties and Responsibilities of the financial officer of the society

The financial officer is accountable to the general manager and shall have the following duties and responsibilities to:

22.1 Control the society’s account, revenue and expenditure and be responsible for the society’s financial record keeping.

22.2 Control whether the society’s accounts are operating in accordance with the accepted accounting standard, system and procedure.

22.3 Sign the accounts of society jointly with the general manager.

22.4 Keep financial records and documents of the society



23. Duties and Responsibilities of the Treasurer of the society

The treasurer is accountable to the general manager and shall have the following duties and responsibilities to:

23.1 Collect all accrued revenues of the association with a proper receipt.

23.2 Deposit all accrued revenues in to the accounts of the association and keep the receipts.

23.3 Keep a petty cash of birr 3,000.00 for miscellaneous expenses.

23.4 Prepare a balance sheet monthly with the finance officer.

23.5 Keep the society’s cheque.

23.6 Pay when ordered, by the joint signature of the general manager and the financial officer.



24. Duties and Responsibilities of the Auditor of the society

The auditor is accountable to the general assembly and shall have the following duties and responsibilities to:

24.1 Be responsible for the supervision and management of finance and property of the society.

24.2 Follow up the financial and work whether activities are in accordance with the constitution of the society.

24.3 Present the annual audit report to the general assembly.

Part IV

The office of the society

25. Office

25.1 In order to carry out the day to day activity of the society, the society will have its own office.

25.1 The office of the society shall be accountable to the executive board. It carries out the activities assigned to it on the basis of the directive of the board and this Constitution.

25.1 In order to carry out the activity of the office of the society the office will have general manager, other managers, secretaries and other essential employees.

25.1 The office of the society will have the necessary office and communication materials.

 

Part V 

Miscellaneous provisions

26. Election

26.1 Any election carried out in the society shall be by secret ballot.

26.2 During an election the nominated individual shall be present and give his opinion.

26.3 When an election to the executive board is to be undertaken.  The general meeting shall assign an election committee of three members who shall oversee all electoral procedures.

26.4 Upon the death, incapacitation or resignation of an executive organ member, the officer who has been assisting the deceased or the incapacitated officer shall take over the office.  Where such is not available, the executive organ shall select one from among its members to fill the vacant position.

27. Voting procedure

27.1 Any voting procedure carried out in the society shall be carried out on the basis of majority vote /by raising hands/ Voting.

27.2 The president shall preside over all voting except on the occasion where he is standing for election or when the issue to be voted upon involves him in person. In such cases, the chairperson shall disqualify himself and step down from the chair. The vice president or the secretary shall preside over that meeting only and relinquish this temporary position after the voting exercise.  

27.3 All members of the executive board except the president shall have voting privileges similar to those of the general members.

27.4 The president shall have a casting vote when there is a tie.

27.5 A member has only one vote.

28. Meetings of the society

28.1 The meeting of the general assembly shall be held annually with in thirty days after the closure of the budgetary year during the month of January

28.2 Extraordinary meetings may be convened under the following conditions:

28.2.1 Upon the decision of the executive board for an extraordinary meeting.

28.2.2 Upon petition by at least half of the bona fide members of the society.

28.3 The executive board shall have one ordinary meeting every month.

28.4 An extraordinary meeting of the executive board may be called at any time by the president or four members of the executive board.

28.5 Venue of the meetings

28.5.1 The executive board shall decide on the venue for the general meeting of the society. However, comments on the venue may come from members of the society.

28.5.2 The executive board shall determine the venue for extraordinary meetings.

28.5.3 The venue for ordinary and extra ordinary meetings of the executive board shall be the society 's office or as determined by the executive board.

28.6 Notice of Meetings

28.6.1 The president, through the secretary, shall issue written invitations for general meetings of the general assembly one month in advance. The president, through the secretary, shall call the meeting of the general assembly in writing. For regular meeting, the notice shall be with in 15 working days. However, for extra ordinary meeting, the members within a period of not more than 5 working days shall be informed about the detailed agenda, the venue and date of the meeting

28.6.2 The president may use any reasonable means of communication in calling extraordinary meetings of the general assembly or the executive board.

28.7 Quorum

28.7.1 The quorum for all meetings of the organs of the society shall be presence of more than 51% of the members.

28.7.2 The quorum for the executive board shall be four of its members.

29. The revenue sources of the society

 The source of funding for the association shall be:

29.1 Membership Fees

29.2 Donation

29.3 Grant form philanthropic organizations

 30. Financial and Property Management

30.1. The society shall have its own bank account.

30.2. In the absence of the general manager of the society, a member of the executive board shall operate the bank account with the joint signature of the financial officer.

30.3. The annual financial audit of the society shall be conducted every time by external auditor.

30.4. The regular financial audit of the society shall be carried out every three months.

30.5. The society’s financial year shall be from 1st of January to 31st of December G.C.

30.6. The society shall have the right and obligation to manage property and resources.  

30.7. The society shall maintain transparent and simple up to the standard accounting system.  

30.8. Amendments of the accounting system by the executive board shall be approved by the general Assembly.  

31. Amendment of the Constitution of the society

This constitution may be amended by two-third majority vote of the general assembly. Request for amendment may be lodged by at list 15 full members of the society.

32. Dissolution of the society

32.1 The society may be dissolved up on authorization by ¾ (three fourth) of members of the general assembly.

32.2 Upon dissolution the property of the society shall be transferred to a society, a governmental or non-governmental organization with similar objectives.

33. Inapplicable Provisions

All provisions of the 1992 constitution and its amendments in 2000 and 2007, which are inconsistent with this constitution, shall not apply to matters covered herein.

34. Effective date

This constitution is endorsed by the general assembly and is effective as of May, 2010.


This constitution of
Ethiopian Society of Obstetricians and Gynecologists
is ratified by the 18th Annual General Assembly
May 3, 2010

 

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