SOLDA
Articles of Society 2024
ARTICLE 1 - NAME
Under the name of Society on Liver Disease in Africa (SOLDA) there exists a non-profit Society governed by the present Articles of Society. Within these Articles of Society, “Africa” refers to states on the African continent.
Article 2 – REGISTRATION
SOLDA has been established by notary act on 29 August 2023 and registered in the NL Chamber of Commerce under number 91206839. The SOLDA’s registered office is located in Biltstraat 106, 3572 BJ Utrecht, the Netherlands.
Article 3 – GUIDING PRINCIPLES
The SOLDA has defined the following core principles of which are the basis of and guide all activities organized and conducted by the Society:
1. Collaboration;
2. Responsiveness towards science and society;
3. Transparency;
4. Independence;
5. Flexibility.
Article 4 - PURPOSE
The purpose of the SOLDA is to advance Liver Health in Africa. In particular, the Society shall:
1. Facilitate communication and collaboration among members, research, and clinical teams;
2. Support educational initiatives on the science and practice of hepatology;
3. Provide guidelines for the prevention, diagnosis, and treatment of liver disease;
4. Support research projects in hepatology throughout Africa by facilitating collaboration and dissemination of results;
5. Facilitate clinical studies in hepatology in Africa;
6. Support young investigators by building the future generation of scientific and medical leaders in hepatology in Africa;
7. Foster interaction with relevant organizations on a global scale, such as regional societies and Societys focused on liver disease, research groups, and medical teams.
The society may acquire, hold and sell real estate.
Article 5 - DURATION
The SOLDA is formed for an indefinite period. It may be dissolved at any time provided that the provisions and requirements regarding this matter laid down in the statutes and Article 27 are duly observed.
Article 6 - RESOURCES
The SOLDA’s resources are derived from:
1. Sponsorships and Grants for SOLDA.
2. Membership fees.
3. Donations and legacies.
4. Registration fees and sponsorships for SOLDA governed scientific and educational programs.
5. Any other resources authorized by the law.
All resources and funds will be used in accordance with the SOLDA’s purpose as provided in Article 4 of this document. The financial responsibility of the members of the SOLDA is limited to the amount of their membership fee.
ARTICLE 7 - MEMBERSHIP
Healthcare providers, scientists, medical students and all healthcare professionals who support the objectives (Article 4) of the Society are eligible for membership. Membership shall be classified as follows:
Section 1: Active Members – Active membership is available for healthcare professionals, graduates of health sciences faculties, (post-) doctoral graduates, residents/fellows in health-related disciplines and actively engaged in clinical practice, teaching, research and health administration. Active Members shall pay a membership fee and shall be qualified as follows:
- To vote and nominate
- To serve on Committees
- To run for and hold office in the Society
- To receive a membership registration fee discount for Annual COLDA Conference
Section 2: Student Members - PhD students or medical students undertaking a residency with an interest in liver disease may become Student Members of SOLDA. As part of the application procedure, students must provide an official letter from their University or Hospital that confirms their status as a PhD student or a resident. Student Members receive all benefits as Ordinary Members with the exception of voting and nominating rights. Student Members do not pay a membership fee.
Section 3: Honorary Members - Any person who has made noteworthy contributions to the field of medical science and/or who has contributed significantly to the operation, progress or advancement of the Society may be recommended by the Membership Committee for honorary membership, and upon approval of two-thirds of SOLDA Officers, may have an honorary membership conferred upon him or her. Honorary members shall have full privileges of active members, but membership dues shall be waived.
Section 4: Associate Members - Associate members shall be limited to para-medical personnel active or interested in the field of liver diseases who have outstanding achievement, upon recommendations by one active member. Associate Members receive all benefits as Active Members with the exception of voting and nominating rights. A membership fee is due for Associate Membership.
Section 5: Affiliated Health Care Professionals Members - Membership is also open to affiliated health care professionals who have an interest in liver diseases, but who do not qualify as Active Members. Affiliated Health Care Professionals Members receive all benefits as Active Members with the exception of voting and nominating rights. A membership fee is due for Affiliated Health Care Professionals Membership.
Section 6: Health Advocate Members – Membership is also open to Health Advocates (non-medics / HCWs) but who do not qualify as Active Members. Health Advocate Members receive all benefits as Active Members with the exception of voting and nominating rights. Health Advocate Members do not pay a membership fee.
To become a member, a formal written request must be addressed to the Membership Committee. The Governing Board approves members at its regular meetings or by written circulation (e.g., email). The financial contribution of the members shall be determined by the Governing Board. Membership is personal and cannot be transferred or acquired through succession.
ARTICLE 9 - TERMINATION OF MEMBERSHIP
SOLDA Membership ceases:
- Upon death;
- By written resignation to the Membership Committee;
- By exclusion ordered by the Membership Committee;
- By expulsion ordered by the Membership Committee; or
- Through failure to pay the membership fee.
Written resignation must be provided to the Membership Committee towards the end of the financial year and before membership renewal. Notice must be given no later than 4 weeks before the end of the financial year.
This notice period shall not be observed:
- In cases where the member cannot be reasonably expected to continue their membership;
- Within one month of a member learning or being informed of a resolution whereby the rights and benefits of members have been restricted or their obligations expanded, except instances which concern an alteration of a member’s financial rights and obligations; or
- Within one month of a member being informed of a resolution to convert the Society into a different legal form or to enter into a merger. The Governing Board shall exclude membership if a member no longer fulfils the requirements corresponding to their membership type. Exclusion shall also occur in cases where the SOLDA cannot reasonably be expected to have the membership continue when a member, after receiving written requests from the Governing Board, has failed to pay their membership fee for more than one year.
Termination of membership will be ordered if a member violates the present Articles of Society, regulations, or resolutions of the SOLDA or if the member causes unreasonable harm to the Society. Expulsion is handled by the Governing Board who will notify the member as soon as possible with the reason or reasons behind the decision. The member concerned is entitled to lodge an appeal against their expulsion before the Membership Assembly within one month of receiving notice from the Governing Board. Upholding expulsion requires a majority of 75% of the votes cast. During the period between notice and pending the appeal, the member is suspended. For the time in which a member is suspended, they will possess no voting or nominating rights. In the event that a membership ends during the course of a financial year, the member shall be obliged to pay the annual membership in full unless otherwise decided by the Governing Board.
ARTICLE 10 ORGANIZATION
The functional bodies of the Society are:
I. Board of Directors
II. Governing Board
III. Program Committee
IV. Membership Committee
V. Nomination Committee
VI. Fundraising Committee
VII. Membership Assembly
I. Board of Directors
As determined by the statutes and Deed of incorporation of SOLDA, the Board of Directors consists of 3 Founders.
- Chairman of the Board of Directors – Alice Posthumus-Plantinga
- Secretary of the Board of Directors – Mark Nelson
- Treasurer of the Board of Directors – Manal El-Sayed
The Board of Directors is responsible for the strategic leadership, financial governance and long-term continuation of the Society. The Board of Directors has the highest authority, decision-making rights and responsibilities.
Per the Legal Statutes and Deed of Incorporation, a Board Director may hold two positions within a multi- headed board. The appointment of the directors is for an indefinite period. A Board Director shall resign by death; by resignation; by the loss of the free administration of his/her assets, by resignation by the court; if more than two directors are in office, by his dismissal by the board; the decision to do so can only be taken unanimously by the remaining directors; by loss of the capacity by virtue of which he was appointed; by expiration of the time for which he was appointed.
The Board of Directors may decide to suspend a director. If a suspension is not followed by a resolution to dismiss within three months, the appointment shall end by the expiration of that period. A suspended director shall not participate in the deliberations and decision-making of the board.
II. The Governing Board
The Governing Board is responsible for managing and executing all SOLDA activities and membership. The Governing Board has the following duties:
a. To execute the overall strategy and direction of the Society;
b. To convene the Membership Assemblies;
c. To ensure that the Articles of Society are applied and to draft rules of procedure
d. To carry out resolutions
e. To attend to all matters which are not delegated to or reserved for another functional body of the Society pursuant to the law or the Articles of Society;
f. To approve or reject prospective members of the Society;
g. To prepare proposals for amendments or additions to the Articles of Society if necessary;
h. To determine the membership fees for the Society;
The Governing Board consists of 12 officers and no more than 12, in good standing, which includes all Officers of the Society. All officers shall be voting members of the Governing Board. If there is a vacancy, the President, with the approval of the Board of Directors, shall appoint a replacement(s) to serve out the remaining term. At the discretion of the Governing Board and by merit, past members of the Governing Board can be elected as Emeritus Members with designation of title commensurating with their special contribution to the Society. The Emeritus Members are advisory in capacity, Ex-Officio of the Governing Board and shall have no right to vote.
One third of the Government Board Members will be open for election by the Membership Assembly each year. These Governing Board members are elected to serve 2-year terms and may be re-elected for one more term of 2 years.
The majority of the Governing Board members must be nationals of an African state. Every effort must be made by the Active Members to nominate and elect a Governing Board that is representative of all African regions, cultures, and peoples. The President reserves the right to reopen nominations for a position in the Governing Board should there be a distinct bias within the present nominations. Nominations will be reopened for a period between 4 weeks and 2 days prior to the Membership Assembly Meeting. All members of the Governing Board are permitted to vote during the Membership Assembly.
A newly elected Governing Board member shall take on their position one calendar month after the Membership Assembly. During this time, the elected member will be referred to by their board position followed by the suffix ‘Elect’. The elected member will use this month to discuss their position with the member they will be replacing with the goal of achieving a smooth transition and ensuring an effective continuation of the Governing Board’s activities.
Only members who possess nominating and voting rights are eligible to be nominated for a position on the Governing Board. When a position within the Governing Board is coming up for election, the President will inform all members accordingly and allowing for a reasonable amount of time for eligible Members to submit their nominations.
The Governing Board shall meet with the Board of Directors not less than once every 6 months, of which at least one meeting shall take place during the Annual COLDA Conference. Other than these regular meetings, meetings of the Governing Board may be held upon notice from the President. 60% of the Government Board officers shall constitute a quorum.
Secretariat: AME shall support the Society as the official Secretariat. AME will be responsible for all logistics, administration and execution including but not limited to board meetings, membership, communication and publicity, meeting planning and delivery and other SOLDA activities.
The Governing Board members work on a volunteer basis and as such can only be reimbursed for their actual expenses and travel costs.
The Governing Board shall be comprised of the following officers:
1. the President,
2. the Vice-President,
3. the President Elect
4. the Immediate Past President
5. the Secretary of the Governing Board
6. the Treasurer of the Governing Board
The President, Vice-President, President Elect, Secretary of the Governing Board and Treasurer of the Governing Board are elected by the Membership Assembly to serve a three-year term. The Secretary and Treasurer of the Governing Board are eligible for re-election once. In the event of the death or resignation of an officer, the President shall appoint a successor to serve out the term of the said officer, as an officer.
All officers shall be full voting members of the Governing Board. Duties of Officers
Section 1 President
1. He or she is the Executive of the Society and shall lead the work of the Governing Board.
2. He or she shall chair meetings between the Governing Board, the Board of Directors, the
Membership Assembly Meeting, and the Program Committee, along with performing all administrative tasks pertaining to their function. He or she reports to the Board of Directors.
3. At all times, he or she shall enforce the Articles of Society and ensure the Society’s principles and purposes are upheld.
4. He or she shall serve a consulting role on the Committees. The President shall not possess any voting rights within these committees but may veto any decision that manifestly conflicts with or violates the principles and purposes of the Society or breaches the Articles of Society.
5. He or she, along with the Vice-President, shall be the official spokespersons of the Society.
6. He or she shall appoint with Governing board approval all members of the committees except as otherwise provided.
7. He or she shall call special meetings of the Society and/or the Governing Board and/or Board of Directors as required.
8. He or she shall be responsible for quality assurance of all SOLDA activities
Section 2. Vice-President
1. He or she collaborates closely with the President and supports him or her in his or her tasks.
2. He or she shall act as the President in the absence or during incapacity of the latter and perform all tasks assigned to the President until such a time in which the President may resume their position.
3. The President may delegate their consulting role to Committees to the Vice-President.
4. The Vice President shall chair the Fundraising Committee.
5. The Vice-President must at all times enforce the Articles of Society and uphold the purposes and principles of the Society. Should the Vice-President take the President’s place on the Committees, the Vice-President shall not possess any voting rights on these committees but may veto any decision that manifestly conflicts with or violates the principles and purposes of the Society or breaches the Articles of Society. The Vice-President must report any use of their veto to the President.
6. The Vice-President, along with the President, shall be the official spokespersons of the Society.
7. The Vice-President shall be designated Chairman of the Program Committee.
Section 3. President Elect
The primary role is to prepare themselves to be the President of the Society and has a designated role as the Chairman of the Membership Committee.
Section 4. Immediate Past President
The Immediate Past President shall be designated Chairman of the Nominations Committee.
Section 5. Secretary
1. The Secretary shall be the custodian of the archives of all records and legal documents, and
minutes of meetings of the Governing Board. He or she shall keep the minutes of the meetings of Governing Board and Membership Assembly meetings.
2. The Secretary shall serve as the parliamentarian of the Society
Section 6. Treasurer of the Governing Board
- The Treasurer shall oversee the financials on the order of the Governing Board and monitor the administrative office of the Society Secretariat.
- The Treasurer of the Governing Board shall make an annual report to the members of the Society before or at the annual Membership Assembly meeting. Periodic reports shall be made to the meetings of the Board of Directors when necessary.
- The Treasurer shall be designated Chairman of the Program Committee
The effectivity of the SOLDA governance structure will be reassessed by the Board of Directors every 5 years.
III. Program Committee
The Program Committee shall consist of three or more members and shall be chaired by the Vice-President. It shall be the duty of this committee to arrange and carry out the scientific and educational programming of the Society in coordination with the Officers.
IV. Membership Committee
The Membership Committee shall consist of three or more members and chaired by the President Elect. It shall be the duty of this Committee to examine the credentials and investigate the standing of all applicants for membership, and to present their preliminary approval to the Governing Board for final approval. The Committee shall collect information about all the members of the Society for publication and revision of the Membership Directory every year.
V. Nomination Committee
The Nomination Committee shall consist of three members or more and chaired by the Immediate Past President. The committee shall prepare a slate of candidates for election to be voted upon by election at the annual Membership Assembly Meeting.
VI. Fundraising Committee
The Fundraising Committee shall consist of three or more members and be chaired by the Treasurer of the Governing Board. It shall be the duty of this committee to develop functions to generate donations, sponsorships/grants and other funds.
VII. Membership Assembly
The Membership Assembly comprises all Members of SOLDA. The membership assembly meeting will be held annually one day before the annual COLDA conference in the same location and venue. The Membership Assembly will be considered valid regardless of the number of members present. The Governing Board shall inform all members in writing of the date of the Membership Assembly at least 4 weeks in advance. The notification, including the proposed agenda, will be sent to each member at least 10 days prior to the meeting.
Extraordinary Membership Assemblies shall be convened by the Governing Board at its discretion. During the
Membership Assembly meeting, members will have the following responsibilities:
1. Appoint and elect the members of the Governing Board, when such positions become vacant.
2. Pass resolutions regarding issues which are reserved to the Membership Assembly by law or by the Articles of Society or which are presented to it by the Governing Board.
Unless otherwise provided within the Articles of Society, the Membership Assembly shall take its resolutions by the majority vote of the members present who possess the right to nominate and vote (fifty percent plus one). In case of deadlock, the chairperson shall have the deciding vote.
Each member who is entitled to vote may grant another member holding the right to vote a written proxy for them to cast a vote on an absent member’s behalf. The written proxy must be presented to the Governing Board 4 weeks prior to the Membership Assembly Meeting.
The Membership Assembly Meeting is chaired by the President, or in their absence, by the Vice-President. In the absence of both the President and the Vice-President, one other member of the Governing Board designated by the Governing Board will act as chairperson. If no chairperson can be appointed in this manner, then the Membership Assembly itself nominates and votes for a meeting chairperson.
Minutes will be kept of the proceedings of the Membership Assembly Meeting by a member designated by the chairperson.
The Membership Assembly will elect the members of the Governing Board. All members who possess nominating and voting rights who wish to put forward a fellow member are required to send their nominations in writing to the Governing Board prior to the Membership Assembly. Nominations will be officially closed 4 weeks before the Membership Assembly. Members possessing voting rights at the Membership Assembly (either through physical presence or via proxy) will vote for the nominees for each position. A nominee is elected by a majority of votes cast (fifty percent plus one).
ARTICLE 23 - AMENDMENT OF THE ARTICLES OF SOCIETY
Amendment of the Articles of Society can only take place pursuant to a resolution of the Membership
Assembly and approval by the Board of Directors. Notification that a proposal for amendment for the
Articles of Society has been put on the agenda for the Membership Assembly must be communicated to all members.
A member must first submit their proposal for amendment to the President. The President is required to call a meeting of the Governing Board to vote on the proposal. Should a vote in favor of the proposal receive a two thirds majority vote from the Governing Board members, the proposal shall be brought before the Membership Assembly. If the proposal fails to receive a two thirds majority in the Governing Board, the member submitting the proposal shall be notified of the vote accordingly and be provided with adequate reasoning.
A copy of a proposal that reaches the Membership Assembly must be made available to all members at least 7 days before the start of the Membership Assembly.
A proposal for an amendment to the Articles of Society is accepted by the Membership Assembly by a two thirds majority of members with voting rights. Acceptance of a proposal for an amendment will take the form of a resolution of the Membership Assembly and will be recorded appropriately and submitted to the Board of Directors.
An amendment to the Articles of Society only comes into effect after a civil-law notary has executed it as a deed. Each member of the Board of Directors is authorized to have the deed of amendment of the Articles of Society executed.
ARTICLE 24 - SIGNATURE AND REPRESENTATION
The SOLDA is legally bound by a signature of a member of the Board of Directors.
ARTICLE 25 - TRANSPARENCY
All Governing Board members and Committee members are required to disclose all potential conflicts
of interest annually by completing the official conflict of interest form of the Society. All forms
will be kept on record and will be made available to any member of the Society at request.
ARTICLE 26 - REGULATIONS
Insofar as in the Articles of Society that certain powers have not been assigned to other bodies or committees, the Membership Assembly can draw up and propose to the Governing Board – to be approved by the Board of Directors, one or more Regulations containing rules of procedure to be followed in instances and cases not provided for or not fully provided for by the Articles of Society.
The Regulations may contain no provisions that are in conflict with the law, the SOLDA Statutes or with these Articles of Society.
ARTICLE 27 - DISSOLUTION AND LIQUIDATION
In case of dissolution and/or liquidation of the Society, the Board of Directors will determine and organize a transfer of assets to an institution with the same or similar objectives of public interest as those of the Society. In no event will the assets of the Society be distributed among the founders or among the members of the Society, nor shall the assets be used for the personal benefit of the founders or members of the Society.
ARTICLE 28 - LANGUAGE
The official language of the SOLDA is English.
ARTICLE 29 - ADOPTION
The present Articles of Society have been approved and adopted by the Board of Directors on 14 November 2024.