The Cape Western Branch of the SA Medical Association (SAMA) this week won a year-long battle against its parent body over its alleged ‘flouting’ of the election process, forcing it to hold a long ignored national council meeting to constitute itself, reports Chris Bateman for MedicalBrief.
Ironically, just as the Companies and Intellectual Property Commission (CIPC), made its ruling, giving SAMA) 20 days to hold a national council meeting, SAMA set up a disciplinary panel to hear charges against the Cape Western Branch (CWB).
While the charges, which centre on the CWB having taken legal advice over the constitutionality of its parent body in terms of an its memorandum of incorporation, (MOI), are not yet official, the branch has been asked to explain why it spent ‘head office money’ to pay for the (now successful), legal advice.
The SAMA panel will adjudicate on the CWB's response and decide whether official charges will follow. Late last year, SAMA suspended all CWB members, vowing to lay charges of theft against them and banning them from using its Pinelands offices or facilities. Staff have also been threatened with sacking should they allow CWB members into the building or communicate with them in any manner, MedicalBrief has reliably learnt.
The SAMA board has long contended that the MOI allows it to rely on the AGM to constitute itself and that the Companies Act renders holding a national council meeting unnecessary.
Acting chairperson Dr Mvuyisi Mzukwa denied that the CWB branch suspension was illegal, saying: ‘They clearly breached policy by not limiting spending to issues within their geographical boundaries.” Mzukwa said the disciplinary panel had ‘nothing to do with the MOI,” and declined further comment.
Acting on the advice of SAMA company secretary Charissa Carpenter, Mzukwa last year invited anyone who took issue with the MOI or actions of the board and ‘feels inadequately responded to,’ to lay a complaint with the CIPC.
Prior to this, several attempts at mediation, with board members flying to Cape Town to meet the CWB, failed.
It was then that the CWB took up Mzukwa’s invitation, using the hotly contested opinion given by a leading SA law firm to back their contention that the board should stand down and allow the more representative national council to hold a democratic election.
SAMA, in the meantime, removed the CWB branch from its website, threatened members with charges of theft, and cut off all funds. Since then, the dispute has simmered on, with the CWB demanding to know from the board whether it believes it has a prima facie case against them, and if so, whether hearings will be held against the branch collectively or individually.
The CIPC has ruled that SAMA is in breach of compliance with its own MOI and the Companies Act (No71 of 2008), ordering it to hold a national council within 20 days, and thereafter every three years to vote in a board of directors and chairpersons of all committees.
Failure to comply can result in prosecution with a maximum penalty of a fine or 12 months' imprisonment (the ruling does not state who would be jailed).
In its formal complaint to the commission on 2 December last year, the CWB said SAMA neglected and/or refused to call an elective national council meeting since the 26-28 October 2018 meeting, in spite of numerous requests to do so.
No new board of directors had since been elected, the current board had not acted in the best interests of the company and was "derelict in its duties to ensure such representation, being a cornerstone of the company’s existence as a non- profit company representing the interests of medical practitioners from various cadres of the medical profession.” The SAMA is due to hold its AGM within the next fortnight.