CONSTITUTION (Print-friendly PDF)

The constitution of the South African Chapter of the Media Institute of Southern Africa (MISA)
(Herein after referred to as the Chapter)

1. LEGAL NATURE AND PERSONALITY OF THE CHAPTER
1.1 The Chapter shall be a body corporate with perpetual succession capable of entering into contractual and other relations and of suing and being sued in its own name. It shall hold property and assets.
* 1.2 The Chapter alone is liable for its debts and commitments.
1.3 Any income or property of the Chapter shall be applied solely towards the promotion of its main and subsidiary objects and no proportion of the income or property shall be paid or transferred, directly or indirectly, to any members of the Chapter or any other person, provided that nothing herein contained shall prevent payment in good faith of reasonable remuneration to any officer or servant of the Chapter or any other member of it in return for any services actually rendered.

2. OBJECTIVES OF THE CHAPTER
2.1 The principal objectives of the Chapter shall be:
2.1.1 To function within the framework of the constitution and organisational rules of the Media Institute of Southern Africa.
2.1.2 To facilitate networking about projects and activities among media workers and institutions in South Africa.
2.1.3 To foster co-operation based on shared aims and values between South African media workers and institutions.
2.1.4 To promote communication and interaction between South African media workers and institutions and their colleagues in the Southern African Development Community (SADC).
2.1.5 To participate in and to promote the projects and activities of the Media Institute of Southern Africa.
2.1.6 To strive for the financial sustainability and economic independence of the Chapter and the South African media by the year 2000
2.2 To this end, its subsidiary objects shall be:
2.2.1 To publicise annually, through its office-bearers, staff and members, the MISA Media Freedom Award and World Press Freedom Day on May 3.
2.2.2 To publicise, through its office-bearers, staff and members, the media alerts issued by MISA and its affiliated members.
2.2.3 Promoting the use of MISANET as a source of information for the news media. 2.2.4 Developing strategies to minimise the members’ and the Chapter’s dependence on donor income including the broadening and diversification of income source.
2.2.5 Planning training based on research into the training needs of members in various professional media skills, news production, project design, new information technology and campaigning and lobbying.
* Refers to the amendments made in July Misa-SA AGM.
2.2.6 Lobbying the South African Government and structures to promote freedom of speech and expression, human rights and democratic governance.
2.2.7 To engage in campaigns, promotions, projects and other activities in furtherance of the above aims.

3. NATIONAL GOVERNING COUNCIL
3.1 The management of the Chapter shall be vested in the National Governing Council (NGC) which shall be composed of 6 members, who shall be elected annually at the annual general meeting (AGM). They shall serve in office until the end of the next AGM, but shall be eligible for re-election. A seventh person –the National Director- to be appointed in terms of section 6, will serve as the Secretary of the NGC in an ex-officio and non-voting capacity.
3.2 The NGC will consist of a chairperson, a vice-chairperson, a secretary-general, a treasurer and two additional members. The Chairperson will also be the South African representative on MISA’s Governing Council.
3.3 The NGC shall meet at least every third month.
3.4 The quorum for the NGC shall be four members.
3.5 Not less than three days notice shall be given of the date, time and venue of an NGC meeting.
3.6 Meetings of the NGC shall be convened by the Chairperson or at the instance of any three NGC members who advise the purpose for which they desire such meetings shall not be limited to the matter/s for which it was convened.
3.7 In the absence of a Chairperson the Vice Chairperson shall carry out all the duties of the Chairperson.
3.8 Any matter before the NGC shall be resolved by a simple majority of the votes. In the event of an equality of votes the chairperson shall have a casting vote.

4. VACANCIES
4.1 A member of the NGC shall cease to hold office:
4.1.1 If such a member fails to attend two consecutive meetings of the NGC without an apology and a valid and acceptable excuse.
4.1.2 If such member resigns.
4.1.3 If such member remove such member from office after she/he has been given an opportunity of making representations to the NGC against such removal with the right appeal to the AGM.
4.2 The NGC shall have the powers to co-opt any member of the Chapter onto the NGC to fill any vacancy, or if the Committee considers that it is in the interests of the organisation to increase the size of the NGC.

5. POWERS AND DUTIES OF THE NATIONAL GOVERNING COUNCIL
5.1 The NGC shall manage all the business and affairs of the Chapter and shall have the full power and authority to carry out all the objectives of the Chapter except when such * Refers to the amendments made in July Misa-SA AGM. Powers are expressly reserved to a general meeting and without derogating from the generality of the NGC, shall more particularly:
5.1.1 Interpret, implement and promote the aims and objectives of MISA-SA.
5.1.2 Obtain support, financial or otherwise, for the Chapter.
5.1.3 Administer the financial affairs of the Chapter
5.1.4 Seek, canvas, approve of or apply for any financial or other assistance calculated in the opinion of the NGC to be in the interests of the Chapter.
5.1.5 To determine the conditions upon which other associations or members thereof may become affiliated with the Chapter or vice versa.
5.1.6 To invest the funds and assets in securities nominated by it and to vary, realise and deal with such investments in its discretion.
5.1.7 To decide what amount of the funds shall be invested and what amount should be retained for administrative and other expenses.
5.1.8 To deposit any funds a bank selected by them in the name of the Chapter or any other name suitable to such bank and to nominate two persons to sign any cheques, one of which must be the chairperson.
5.1.9 To grant any honorarium to any members of the Chapter for services rendered and to remunerate him/her accordingly.
5.1.10 To employ any person in the interests of the Chapter and remunerate him or her accordingly.
5.1.11 To register the name and, if necessary, the constitution and rules of the Chapter under any law.
5.1.12 To appoint an auditor to examine and report upon the accounts of MISA-SA and remunerate him/her accordingly.
5.1.13 To institute or defend any legal action in the name of the Chapter.
5.1.14 To appoint members (from within or outside of the organization ) to task committees. All decisions of such task committees shall be subject to ratification by the AGM.
5.1.15 To formulate policy in line with the Chapter’s and MISA’s stated objectives. 5.1.16 To approve the annual operating budget and the annual audit.
5.1.17 To approve project funds and
5.1.18 To approve progress reports from the National Director.

6. THE NATIONAL DIRECTOR
6.1 The NGC shall as soon as possible after its election appoint a National Director, who shall be a full-time or part-time paid employee of the Chapter. The employment of the National Director shall continue after the termination of the office of the NGC, which appointed him/her and shall terminate only when either the National Director resigns, or is removed from office by the NGC in accordance with recognised fair labour practises. * Refers to the amendments made in July Misa-SA AGM.
6.2 The National Director shall be a suitably qualified person with either a university degree and up to four years post-qualification experience or a matric certificate with up to 7 years experience in the media or a related field – at least two of which must be in a senior management or supervisory position. *
6.3 Recruitment of the national director will be based on demonstrable skills, experience and merit. This post must be openly advertised, unless the NGC decides otherwise. The advertisement must list the criteria for qualification and selection.
6.4 The National Director shall:
6.4.1 Be responsible for the day to day running of the Chapter including the supervision of staff, the administration of the Chapter and the management of the programmes of the chapter.
6.4.2 Ensure that proper accounts are kept and are submitted to the NGC on a regular basis.
6.4.3 Keep the NGC Chairperson in touch with the activities of the organization.
6.4.4 Submit a final financial and narrative report to the AGM.
6.4.5 Be responsible for drafting funding proposals and assisting with fundraising under the direction of the Chairperson. 6.4.6 Issue press statements on behalf of the Chapter if so authorised by the Chairperson.
6.4.7 Enter into contracts on behalf of the Chapter and authorise the signing of documents in the name of the Chapter, but subject to the financial provisions in clause 7 below and subject to the approval of the NGC.
6.4.8 Be an ex-officio non-voting member of the NGC.
6.4.9 Prepare NGC meetings.
6.4.10 Monitor and evaluate the NGC’s plans of activities.
6.4.11 Liase with the MISA Head-Office in all aspects of the NGC’s operations including fund-raising initiatives.

7. FINANCIAL MATTERS
7.1 All funds received shall be banked in the name of the Chapter and cheques, money orders or any withdrawal transaction shall be signed by two signatories, one of whom must be the chairperson nominated for such purpose by the NGC who shall inform the Chapter’s banking institution and the MISA Head-Office accordingly.
7.2 The financial year- end of the MISA-SA shall be March 31.

8. MEMBERS AND MEMBERSHIP The members of the chapter shall be:
8.1 Institutional members including independent electronic and print media institutions, journalists associations and trade unions, as well as other independent national, provincial or local media organizations and institutions who shall be voluntary organizations or corporate bodies and who have paid subscriptions in terms hereof and who have been duly accepted as such and have been enrolled.
* Refers to the amendments made in July Misa-SA AGM.
8.2 All institutional members will have one vote each at general meetings of the Chapter.
8.3 Fully paid individual members shall have full voting rights. *
8.4 Individuals Members should include media practitioners, researchers, trainers, funders, developers, ICT practitioners, community organisations as well as members of the general public whom hold specific interest in media freedom, freedom of speech and freedom of association. And shall exclude executive members of the defence, army, police, and intelligence. *

9. MEMBERSHIP FEES
9.1 Institutional members shall pay an annual membership fee to the Chapter.
9.2 The Chapter shall pay an annual subscription fee to the MISA Head-Office. 9.3 The NGC may review membership fees from time to time provided that these may not be less than the minimum specified by the MISA Governing Council
9.4 All membership fees are payable by April 30 each year.*

10. ADMISSION AND EXPULSION
10.1 Members shall be admitted by making an application in writing to the NGC, who shall have a sole discretion as to whether to admit a member or not. Provided that an institution who has been refused membership may require the NGC to put such application for membership to an AGM for decision.
10.2 A member must adhere to the aims and principles of the chapter.*
10.3 The NGC shall be entitled to expel any institutional member from the Chapter in the following circumstances:
10.3.1 When a member’s membership fees have fallen three months in arrears, after due notice has been given in writing one month before of such arrears.
10.3.2 When in the opinion of the NGC such member has materially contravened any of the objects or resolutions of the Chapter.
10.3.3 When the institution ceases to exist.

11. ANNUAL GENERAL MEETINGS
11.1 The annual general meeting shall be held once in each calendar year within a period of six months from end of the financial year by the National Governing Council and upon not less than 21 days prior notice shall be given to members. At this meeting the audited financial statements shall be considered. *
11.2 The annual general meeting shall: 11.2.1 Receive and consider the NGC report and financial statements for the preceding year.
11.2.2 Elect members of the NGC.
11.2.3 Consider any notice of motion, which has been submitted to the NGC in writing at least two weeks prior to the annual general meeting.
11.2.4 Transact any competent business.
* Refers to the amendments made in July Misa-SA AGM.
11.3 Procedure for annual general meetings and other general meetings. 11.3.1 Annual general meetings may be attended by any members of the Chapter. 11.3.2 A quorum shall be ten percent of the paid up membership at the date of the AGM. If there is no quorum at the stipulated time of the meeting then the meeting shall be adjourned for a further period agreed by those present, provided that no less than seven days’ notice in writing is given to all members of the date, time and venue to which the meeting is adjourned. At the adjourned meeting all those present and voting shall constitute a quorum.
11.3.3 The Chairperson of the NGC shall preside, and in his /her absence, any other member of the NGC elected by the members present.
11.3.4 Any matter before any general meeting shall be resolved by a simple majority of those present. In the event of an equality of votes on any ballot, the chairperson shall exercise a deciding or casting vote. Only members present shall be entitled to vote and there shall be no proxies.

12. AMMENDMENT OF THE CONSTITUTION
12.1 This constitution may only be amended by way of a resolution to amend such, taken at a general meeting at which 75% of the votes cast at such a meeting are in favour of the amendment.
12.2 The notice convening a general meeting at which a motion to amend this constitution is put forward shall set forth fully the amendments to be proposed at such meeting, provided that the provision of this clause may be waived by a resolution at such general meeting at which 75% of the votes cast are in support of such a waiver. 12.3 Notice of such proposed amendment shall be given at least two weeks before the meeting.

13. DISSOLUTION
13.1 The Chapter may be dissolved by a resolution at a general meeting, which 75% of the votes cast are in support of dissolution.
13.2 The notice convening such a meeting shall state that a motion to dissolve the Chapter is to be put at the meeting and not be competent for such meeting to waive the requirements of notice in terms of this clause.
13.3 The notice aforesaid shall be given not later than three weeks before the date of the meeting.
13.4 Upon the winding-up and dissolution of the Chapter the assets of the Chapter remaining after the satisfaction of its liabilities shall be given or transferred to such other company, association, society or institution or any combinations of them with the approval of the MISA Governing Council which shall:
13.4.1 Be committed to freedom of expression.
13.4.2 Be of a public character.
13.4.3 Be of such a nature that donations tax is not payable in respect of the value of any property which is disposed of under a donation to it.
13.4.4 Have objectives similar to the Chapter’s main objectives. * Refers to the amendments made in July Misa-SA AGM. (top)