ASSM Bylaws

The name of the organization shall be the African Society for Sexual Medicine (hereinafter referred to as "ASSM" or "the Society").

The purposes of the Society are: 2.1 To establish a scientific society to benefit the public by encouraging the highest standards of practice, education and research in the field of human sexuality. 2.2 To develop and assist in developing scientific methods for the diagnosis, prevention and treatment of conditions affecting human sexual function. 2.3 To promote the publication and encourage contributions to the medical and scientific literature in the field of sexual function. 2.4 To focus on African specific major sexual health problems and explore the potential of the old African remedies. 2.5 To promote and support the establishment of training programs in sexual medicine throughout Africa. 2.6 To cooperate with other national, regional and international organizations sharing similar objectives.

3.1 Classes of Membership There shall be three classes of membership: a) Full Members: Healthcare professionals who reside in Africa and who have demonstrated interest and/or expertise in the field of sexual medicine. Full members shall have voting rights and be eligible for office. b) Associate Members: Individuals who do not meet the criteria for full membership but who have demonstrated interest in the field of sexual medicine. Associate members shall not have voting rights and shall not be eligible for office. c) Honorary Members: Distinguished individuals who have made exceptional contributions to the field of sexual medicine or to the Society. Honorary members shall be nominated by the Board of Directors and approved by a two-thirds majority vote of the General Assembly. Honorary members shall not have voting rights unless they also qualify as full members. 3.2 Application for Membership Application for membership shall be made in writing to the Secretary-General, accompanied by the appropriate membership fee. The Board of Directors shall have the authority to approve or reject applications for membership. 3.3 Membership Fees Membership fees shall be determined by the Board of Directors and approved by the General Assembly. Membership fees are non-refundable. 3.4 Termination of Membership Membership may be terminated: a) By resignation in writing to the Secretary-General b) By non-payment of membership fees for a period exceeding one year c) By expulsion for conduct deemed prejudicial to the interests of the Society, following a two-thirds majority vote of the Board of Directors

4.1 Composition The Board of Directors shall consist of eleven (11) members: a) Five (5) Officers: President, Past-President, President-Elect, Secretary-General, and Treasurer b) Six (6) Ordinary Directors 4.2 Election and Term of Office a) The President-Elect, Secretary-General, Treasurer, and Ordinary Directors shall be elected by the General Assembly from among the full members. b) The President-Elect shall serve a term of two (2) years, after which he/she shall automatically become President for a term of two (2) years, followed by a term of two (2) years as Past-President. c) The Secretary-General and Treasurer shall serve terms of four (4) years and may be re-elected for one additional term. d) Ordinary Directors shall serve terms of four (4) years and may be re-elected for one additional term. e) Terms of office shall begin at the close of the General Assembly at which the election takes place. 4.3 Vacancies In the event of a vacancy in any office, the Board of Directors shall have the authority to appoint a replacement to serve until the next General Assembly. 4.4 Meetings a) The Board of Directors shall meet at least once a year, either in person or by electronic means. b) Special meetings may be called by the President or upon written request of at least three (3) members of the Board. c) A quorum shall consist of a majority of the members of the Board. d) Decisions shall be made by majority vote. In the event of a tie, the President shall have the casting vote.

5.1 President The President shall: a) Serve as the chief executive officer of the Society b) Preside at all meetings of the General Assembly and the Board of Directors c) Represent the Society in its relations with other organizations d) Perform such other duties as may be assigned by the Board of Directors 5.2 President-Elect The President-Elect shall: a) Assist the President in the performance of his/her duties b) Assume the duties of the President in the absence or incapacity of the President c) Prepare to assume the office of President 5.3 Past-President The Past-President shall: a) Serve as an advisor to the President and the Board of Directors b) Chair the Nominations Committee c) Perform such other duties as may be assigned by the Board of Directors 5.4 Secretary-General The Secretary-General shall: a) Maintain the official records of the Society b) Conduct the correspondence of the Society c) Prepare and distribute notices of meetings d) Prepare the agenda for meetings of the General Assembly and the Board of Directors e) Maintain the membership roster f) Perform such other duties as may be assigned by the Board of Directors 5.5 Treasurer The Treasurer shall: a) Have custody of all funds of the Society b) Maintain accurate financial records c) Prepare financial reports for the Board of Directors and the General Assembly d) Ensure that all financial transactions are properly documented e) Perform such other duties as may be assigned by the Board of Directors

6.1 Composition The General Assembly shall consist of all members of the Society. 6.2 Meetings a) The General Assembly shall meet at least once every two (2) years, in conjunction with the Scientific Meeting. b) Special meetings may be called by the Board of Directors or upon written request of at least twenty percent (20%) of the full members. c) Notice of meetings shall be given at least sixty (60) days in advance. 6.3 Quorum A quorum shall consist of the members present at a duly convened meeting. 6.4 Voting a) Each full member shall have one vote. b) Decisions shall be made by majority vote, except where otherwise specified in these Bylaws. c) Voting may be conducted by show of hands, secret ballot, or electronic means, as determined by the presiding officer. 6.5 Powers The General Assembly shall: a) Elect the officers and directors of the Society b) Approve amendments to the Bylaws c) Approve the annual budget and financial reports d) Determine the strategic direction of the Society e) Exercise such other powers as are consistent with these Bylaws

7.1 Frequency The Society shall hold a Scientific Meeting at least once every two (2) years. 7.2 Organization The Scientific Meeting shall be organized by a Scientific Committee appointed by the Board of Directors. 7.3 Purpose The Scientific Meeting shall provide a forum for: a) The presentation and discussion of scientific papers and research b) The exchange of ideas and experiences among members c) Continuing medical education in the field of sexual medicine d) Networking among healthcare professionals interested in sexual medicine

8.1 Standing Committees The Board of Directors may establish such standing committees as it deems necessary for the operation of the Society. 8.2 Ad Hoc Committees The President may appoint ad hoc committees for specific purposes, with the approval of the Board of Directors. 8.3 Committee Reports All committees shall report to the Board of Directors on a regular basis.

9.1 Fiscal Year The fiscal year of the Society shall be the calendar year. 9.2 Sources of Funds The funds of the Society shall be derived from: a) Membership fees b) Registration fees for meetings and events c) Grants and donations d) Other sources approved by the Board of Directors 9.3 Financial Management a) All funds shall be deposited in bank accounts in the name of the Society. b) Expenditures shall be made in accordance with the approved budget and with the authorization of the Treasurer or the Secretary-General. c) The financial records shall be audited annually by an independent auditor appointed by the Board of Directors. 9.4 Non-Profit Status The Society is a non-profit organization. No part of the income or assets of the Society shall be distributed to its members, directors, or officers, except as reasonable compensation for services rendered.

10.1 Proposal Amendments to these Bylaws may be proposed by the Board of Directors or by a petition signed by at least twenty percent (20%) of the full members. 10.2 Notice Proposed amendments shall be distributed to all members at least thirty (30) days before the meeting at which they are to be considered. 10.3 Approval Amendments shall be approved by a two-thirds (2/3) majority vote of the full members present at a duly convened General Assembly.

11.1 Procedure The Society may be dissolved by a three-fourths (3/4) majority vote of the full members present at a duly convened General Assembly, provided that notice of the proposed dissolution has been given at least ninety (90) days in advance. 11.2 Distribution of Assets Upon dissolution, after payment of all debts and obligations, the remaining assets of the Society shall be distributed to one or more non-profit organizations with similar purposes, as determined by the Board of Directors.

The official languages of the Society shall be English and French. All official documents shall be made available in both languages.

The registered office of the Society shall be located at: 913 Inanda Road Newland West Durban, KwaZulu-Natal RSA, 4037 The registered office may be changed by resolution of the Board of Directors.