SOS Constitution

CONSTITUTION OF THE SOS: SUPPORT PUBLIC BROADCASTING COALITION

AS ADOPTED ON 9 APRIL 2013

Contents

  1. NAME
  2. STATUS
  3. VISION
  4. OPERATIONAL PRINCIPLES
  5. ORGANISATIONAL STRUCTURE
  6. HOST ORGANISATION
  7. MEMBERSHIP
  8. RIGHTS OF MEMBERS
  9. MEMBERSHIP CODE OF CONDUCT
  10. SUSPENSION AND TERMINATION OF MEMBERSHIP
  11. THE WORKING GROUP AS THE LEADERSHIP STRUCTURE
  12. POWERS OF THE WORKING GROUP
  13. SPECIFIC ROLES WITHIN THE WORKING GROUP
  14. MEETINGS OF THE WORKING GROUP.. 9
  15. THE FINANCE AND ADMINISTRATION COMMITTEE AS A SUB-COMMITTEE OF THE WORKING GROUP 9
  16. DUTIES AND FUNCTIONS OF THE FINANCE AND ADMINISTRATION COMMITTEE……… 10
  17. MEETINGS OF THE FINANCE AND ADMINISTRATION COMMITTEE.. 10
  18. OTHER SUB-COMMITTEES OF THE WORKING GROUP.. 10
  19. EMPLOYEES.. 11
  20. DUTIES AND FUNCTIONS OF THE COORDINATOR.. 11
  21. ANNUAL GENERAL MEETING (AGM). 11
  22. FUNDING AND FINANCING.. 12
  23. INCOME AND PROPERTY.. 12
  24. AMENDMENTS TO THE CONSTITUTION… 12
  25. DISPUTE RESOLUTION REGARDING THE CONSTITUTION… 12
  26. DISSOLUTION… 14

1.     NAME

The organisation shall be known as the SOS: Support Public Broadcasting Coalition, alternately known as the SOS Coalition or SOS or the Coalition.

 

2.     STATUS

SOS is a membership-based public broadcasting network representing trade unions, independent film and TV production sector organisations, non-governmental and community-based organisations, academics, freedom of expression activists and concerned individuals.

SOS shall:

  • Be a voluntary association not for gain.
  • Exist in its own right, separately from its members and employees.
  • Continue to exist notwithstanding any changes in its members and employees.
  • Be able to acquire, hold and alienate property, enter into agreements and do all things necessary to carry out its aims and objects and promote its members’ interests, its property and its standing.
  • Hold assets separate from its members.

 

3      VISION

The vision of the SOS Coalition is to create a public broadcasting system dedicated to the broadcasting of quality, diverse, citizen-orientated public programming committed to deepening South Africa’s constitutional values and principles.

The Coalition campaigns for the above by:

  • lobbying for citizen friendly policy, legislative and regulatory changes to public and community broadcasting; and
  • lobbying for transparency and accountability by all institutions governing public and community broadcasting including but not limited to Parliament, the Ministry and Department of Communications, the Independent Communications Authority of South Africa (ICASA), the Media Development and Diversity Agency (MDDA), the South African Broadcasting Corporation (SABC) and community broadcasters.

 

4.     OPERATIONAL PRINCIPLES

SOS:

  • Is resolutely respectful of the independence and autonomy of its member organisations.
  • Is membership driven and rooted in an appreciation of the specific interests, concerns and programmes of each of its members.
  • Seeks creative and innovative approaches that promote the distinct role of a comprehensive broadcasting coalition.
  • Aims to represent the unified interests of the South African civil society broadcasting sector, not by way of replicating or supplanting the roles of individual organisations, but by bringing to the fore the interests of all its members in a mutually reinforcing sector-wide programme that is distinctive.
  • Operates on the principles of transparency and consensus.
    • Full consensus shall be required for all decisions relating to SOS Principles where “full consensus” shall be understood to mean total agreement within the decision making body; and
    • Sufficient consensus shall be required for all decisions relating to strategy and tactics where “sufficient consensus” shall be understood to mean agreement among at least two thirds of the decision making body.
    • Where consensus and / or sufficient consensus cannot be reached, members are encouraged to take up issues within the broadcasting sector independently.
  • Is opposed to all forms of discrimination and oppression and stands for a united, non-racial, non-sexist and democratic South Africa.

 

5.     ORGANISATIONAL STRUCTURE

  • SOS shall consist of the following structures:
    • Host organisation
    • Membership
    • The Working Group as the representative leadership structure
    • The Finance and Management Committee as a standing sub-committee of the Working Group
    • Other sub-committees of the Working Group
    • Employees
    • Annual General Meeting (AGM)
  • Each of these structures is articulated in detail below.

 

6      HOST ORGANISATION

  • A well-established civil society organisation shall undertake hosting responsibilities and risks for and on behalf of SOS.
  • The host organisation shall be responsible and accountable for the financial and employee affairs of SOS.
  • The precise relationship between SOS and the host organisation shall be regulated by a Memorandum of Understanding (MoU), reviewed annually at the first Working Group following the AGM. The first MoU shall be adopted by the Working Group within two months of the adoption of the SOS Constitution.
  • This hosting arrangement may be terminated by mutual agreement between the Working Group and the Host Organisation. Alternatively, and should the parties not reach mutual agreement on termination, a dispute shall be declared in terms of Clause 25

 

7.     MEMBERSHIP

  • Membership of SOS shall be open to organisations and individuals that accept the principles, policies and programmes of SOS and abide by its Constitution and all rules of SOS and its Working Group.
  • Categories of membership
    • Ordinary member:
      • All organisations and individuals that agree to adhere to SOS’s Vision and Operational Principals, who sign the SOS Membership Document and complete an application form are eligible.
      • Ordinary Members are required to participate in the activities of SOS including but not limited to internal discussions, seminars, round tables and direct action activities.
      • Members are entitled to the benefits arising from the work of SOS. Such benefits will be agreed by the Working Group, in their sole discretion.
      • Members will be invited, with adequate notice, to attend the annual general meetings of SOS.
    • Working Group member
      • All organisations that are already Ordinary Members (have agreed to adhere to SOS’s Vision and Operational Principals, who sign the SOS Membership Document and complete an application form) and who commit to full and regular participation and prescribed by the Working Group, are eligible.
      • How to become a Working Group member
        • Once eligible, an organisation or individual must make written application for Working Group membership, which application is to be lodged with the Coordinator for a decision at the next Working Group meeting.
        • Approval of membership shall be by full consensus within the Working Group, whose decision shall be guided by the Coalition’s founding principles.
      • Membership refusal
        • Membership may be refused where:
          • An organisation or individual does not meet the requirements of clause 1 above.
          • The Working Group cannot reach consensus on approval as guided by the Coalition’s founding principles.
        • The reasons for the rejection of an application for membership by the Working Group shall, if requested, be provided to the applicant in writing.
      • Members shall not be personally liable for any loss suffered, liability or obligation incurred by the Coalition or any person as a result of an act or omission which occurs in good faith in the performance of functions for and on behalf of SOS in the advancement of its programmes.

 

8.     RIGHTS OF MEMBERS

  • All Ordinary members shall have the right:
    • To take a full and active part in the discussion, formulation and implementation of the principles, policies and programmes of SOS.
    • To make a request to the Working Group to form a sub-committee to deliberate on and perform a task on any matter that affects that member and / or other members.
    • To regular communication from the Working Group and employees on the activities of SOS and on matters that are important to the broadcasting sector as a whole.
  • Ordinary Organisational members have the right:
    • To nominate one or more representatives to be considered by the Working Group for eligibly to be members of the Working Group and through whom all communications shall be directed if accepted.
    • For their representative(s) to be appointed to any committee, structure, commission or delegation of SOS.
    • To be assured that any information regarding their organisations shall be used only with the purpose to benefit the work of SOS, and shall be treated as confidential if so requested.

 

9.     MEMBERSHIP CODE OF CONDUCT

  • Members shall be organisations and persons of good standing within their communities, and shall not be guilty of:
    • Having been convicted in a court of law and sentenced to a term of imprisonment without the option of a fine for any serious criminal offences in the last 5 (five) years.
    • Misappropriation of the funds of SOS or any organisation or destruction of its properties.
    • Behaving corruptly in the conduction of the affairs of SOS or their member organisation or private business.
  • Members shall perform their functions in good faith, giving full effect to the obligations of SOS and its objects.
  • Members shall abide by the Constitution of SOS, its rules, standing orders and codes of Conduct as adopted or amended from time to time.
  • Members are to abstain from any conduct that may be deemed to conflict with the interests of SOS.
  • Members shall not prejudice the integrity or reputation of SOS, its employees or its operational capacity including by:
    • Impeding the activities of SOS.
    • creating division amongst its membership;
    • sowing racism, sexism, homophobia, tribal chauvinism, religious and political intolerance, regionalism or other forms of discrimination considered unconstitutional;
    • behaving in a grossly disorderly or unruly way; or
    • doing any other act which undermines or may be deemed to undermine SOS’s effectiveness and/or standing as an organisation.

 

10.  SUSPENSION AND TERMINATION OF MEMBERSHIP

  • SOS may suspend or terminate a member for any of the following reasons:
    • On the written request of the member.
    • If the member has ceased to comply with clause 7.1 above as determined by full consensus at a Working Group meeting.
    • For serious misconduct as defined by the Membership Code of Conduct as per clause 9 above, and so determined by full consensus of members at a Working Group meeting.
    • For any other reason determined by full consensus of members at a Working Group meeting.
  • No member may be suspended or expelled unless they have been afforded an opportunity to state their case at a Working Group meeting, of which it has received not less than 7 (seven) days’ notice in writing from the Chairperson. The matter with which the member is charged shall be set out in such notice.

 

11.  THE WORKING GROUP AS THE LEADERSHIP STRUCTURE

  • The Working Group shall be the leadership structure of SOS.
  • Collectively, the Working Group provides strategic guidance and direction to the organisation, and guides the implementation of SOS projects and programmes.
  • It shall be comprised of one or more mandated representatives from organisational members, as well as individual members.
  • Employees, in particular the Coordinator, of SOS will be eligible for membership of the Working Group subject to Working Group consent. Such Employees shall have full powers to fully participate in and speak in working group meetings and not be part of decision making.
  • The Working Group shall, by means of full consensus, appoint the Finance and Management Committee at the first Working Group meeting following the AGM.
  • The Working Group shall be chaired by the Chairperson, Deputy Chairperson or their designated representative who must be a member of the Working Group.
  • Mandated representatives of organisational members may be changed at any time at the prerogative of the organisational member subject to notice to the Chairperson of the Working Group not less than 1 week prior to the date of the next Working Group meeting.
  • There are no limits on the term of service for Working Group members, including the Chairperson. However, each position within the Working Group stands open for election or re-lection by SOS members on an annual basis at the AGM.

 

12.  POWERS OF THE WORKING GROUP

  • The Working Group shall have the authority to lead and represent the organisation, subject to the provisions of the Constitution of SOS, its rules, standing orders and codes of conduct as adopted or amended from time to time.
  • Without prejudice to the generality of its powers, the Working Group shall:
    • Develop and implement the policies and programmes of SOS.
    • Report on any and all matters of interest to SOS.
    • Establish such structures and committees and / or sub-committees as it considers appropriate to further the work of SOS.
    • Receive reports of the activities and decisions of its committees and / or sub-committees and all other structures of SOS.
    • Guide and advise the committees and / or sub-committees, employees and all structures of SOS in the exercise of their functions.
    • The Working Group has the right to hold all of its sub-committees accountable for the affairs of SOS and has the right to veto, ratify or amend any decision of these sub-committees.
    • Approve and monitor the budget and expenditure of SOS.
    • Ratify the appointment of employees of SOS and the terms and conditions of their employment.
    • Approve or deny applications for membership of SOS.
    • Suspend or terminate the membership of an affiliated member of SOS in terms of clause 9 above.

 

13.  SPECIFIC ROLES WITHIN THE WORKING GROUP

  • Chairperson
    • The Chairperson shall support the Coordinator and the Host Organisation as determined by the Working Group to provide direction to and implement the work of SOS.
    • The Chairperson shall preside over meetings of the Working Group, the Finance and Management Committee and AGM in accordance with the constitution of SOS, its rules, standing orders and codes of conduct as adopted or amended from time to time.
    • The Chairperson shall be appointed by the Working Group from within the Working Group.
    • The appointment shall take place at the first Working Group following the AGM.
    • The term of service shall be one year.
    • The Chairperson may not serve more than two consecutive terms.
  • Deputy Chairperson
    • The Deputy Chairperson, jointly with the Chairperson, will support the Coordinator and the Host Organisation to implement the work of SOS and provide direction to SOS.
    • In the absence of the Chairperson, the Deputy Chairperson shall preside over meetings of the Working Group, the Finance and Management Committee and AGM in accordance with the constitution of SOS, its rules, standing orders and codes of conduct as adopted or amended from time to time.
    • The Deputy Chairperson shall be appointed by the Working Group from within the Working Group.
    • The appointment shall take place at the first Working Group following the AGM.
    • The term of service shall be one year.
    • The Deputy Chairperson may not serve more than two consecutive terms.
  • Secretary
    • An Employee of SOS shall undertake the role of secretary.
    • The Secretary shall:
      • Provide at least 5 (five) working days written notice of planned meetings together with the agenda for such meetings.
      • Take and retain the minutes of the Working Group and meetings and AGMs of SOS, as well as other records of SOS.
      • Distribute the minutes of all meeting as and when required to the relevant members.
      • Conduct the correspondence of the Working Group and send out notices of all Working Group meetings and AGMs.
    • Treasurer
      • Until otherwise determined by SOS, the Host Organisation shall be the custodian of the funds and property of SOS; and shall undertake the role of Treasurer in support of the Coordinator.
      • During this time, the role and functions of the Treasurer as stated in 13.4 below shall be performed in accordance with the Memorandum of Understanding between the Host Organisation and SOS.
      • Should SOS no longer require a Host Organisation a Treasurer shall be appointed as the chief custodian of the funds and property of SOS, or the responsibility shall be handed to the Coordinator.
    • Duties of the Treasurer shall include but not be limited to:
      • Procuring the opening of a bank account in the name of SOS, which account shall be opened with an approved bank nominated by the Working Group;
      • Receiving and banking all monies on behalf of SOS and shall together with any three designated members of the Finance and Management Committee operate a separate and dedicated banking account on behalf of SOS.
      • Managing the day-to-day finances of SOS and ensure the keeping of such records and books of account as may be necessary to record clearly the financial position of SOS.
      • Ensuring the records and books of account of SOS, including the Income and Expenditure Account and Balance Sheet, are annually compiled in terms of the financial year end of the organisation which shall be 28 February of each year.
      • Submitting annually and presenting before the AGM a report showing the Income and Expenditure Account and Balance Sheet of SOS for the period since the previous AGM.
      • Submitting to auditors, tax and any other relevant authorities the records and books of account of SOS and ensure SOS is legally compliant with regard to its finances; and
      • Submitting monthly reports on the finances of SOS to the Working Group.

 

14.  MEETINGS OF THE WORKING GROUP

  • The Working Group shall meet a minimum of once a month.
  • The Secretary shall schedule, in agreement with the Chairperson, the dates, times and venues of the minimum required meetings of the Working Group within one month of the AGM
  • Decisions of the Working Group shall be made by consensus.
  • Quorum for a meeting of the Working Group shall have been reached when the Chairperson or Deputy Chairperson or her/his nominee from within the Working Group and the Coordinator or her/his nominee who shall also be a staff member, along with a minimum of three other Working Group members, are present.
  • If within 20 (twenty) minutes after the time appointed for the meeting a quorum is not reached, the meeting shall continue.
    • Any decision taken at such a meeting shall be reported to the Working Group within 1 (one) week for ratification either by “round robin” or at the next Working Group meeting.

 

15.  THE FINANCE AND ADMINISTRATION COMMITTEE AS A SUB-COMMITTEE OF THE WORKING GROUP

  • The Finance and Administration Committee shall be a sub-committee of the Working Group and shall be accountable to the Working Group.
  • It shall be comprised of Working Group members. It shall consist of the Chairperson or Deputy Chairperson, the Treasurer, the Coordinator and two or more Working Group members, as appointed by the Working Group.
  • The Coordinator shall be a full member but shall recuse her/himself for all discussions pertaining to her/his conditions of employment.
  • The Host Organisation shall be an automatic member of the Finance and Administration Committee.
  • The Finance and Administration Committee shall be appointed by the Working Group at the first Working Group meeting following the AGM.

 

16.  DUTIES AND FUNCTIONS OF THE FINANCE AND ADMINISTRATION COMMITTEE

  • Its primary objective shall be to ease the financial and administrative burden placed on Working Group members in order that the Working Group may retain its focus on providing strategic guidance and direction to the Coalition and guiding the implementation of SOS projects and programmes.
  • Without prejudice to the generality of its powers, the Finance and Administration Committee shall:
    • Recommend and draft policies on all matters of procedure relevant to finance and administration on which this Constitution is silent to the Working Group for ratification.
    • Undertake financial and administrative tasks, as requested by the Working Group.
    • Have the power to co-opt not more than 2 (two) additional members, who shall be members of good standing of the Working Group, at any time during its term of office, in order to provide for the effective functioning of SOS.
    • Have the power to fill a vacancy by appointing a replacement, who shall be a member of good standing of the Working Group, should a vacancy occur on the Finance and Administration Committee for any reason.

 

17.  MEETINGS OF THE FINANCE AND ADMINISTRATION COMMITTEE

  • The Finance and Administration Committee shall meet prior to Working Group meetings.
  • The Coordinator shall provide at least 3 (three) working days written notice of planned meetings together with the agenda for such meetings.
  • The Chairperson or Deputy Chairperson shall preside over all meetings.
  • In the event of the Chairperson or Chairperson being absent, a member of the Finance and Administration Committee shall be appointed to preside.
  • A quorum shall be comprised of 50% (fifty per cent) of the members of the Finance and Administration Committee.
  • If the meeting is not quorate, the Committee, through the Chairperson or Deputy Chairperson, may elect to proceed with the meeting. All decisions made shall be recorded and circulated electronically among the committee within five days for confirmation before presentation to the Working Group for ratification.
  • Decisions of the Finance and Administration Committee shall be made by full consensus. Where this is not possible the matter shall be referred back to the Working Group to determine a way forward.

 

18.  OTHER SUB-COMMITTEES OF THE WORKING GROUP

  • Such sub-committees as may be deemed necessary by the Working Group and / or Finance and Administration Committee to fulfil the objectives of SOS may be created, according to need.
  • All sub-committees shall be accountable to the Working Group.
  • Sub-committees shall principally be constituted from members of the Working Group and the SOS membership base. The involvement of co-opted persons who are not SOS members shall be ratified at the next Working Group meeting and, if necessary, conditions for involvement of co-opted persons determined.
  • The life span of such sub-committee shall be determined by need, and there shall be no formal disestablishment procedure.

 

19.  EMPLOYEES

  • While SOS still requires a Host Organisation, employees shall be appointed by the SOS Working Group and employed by the Host Organisation in accordance with its employment policies. Should the need for a host organisation to fall away, employees shall be appointed and employed solely by the Working Group.
  • The Coordinator shall be the chief member of staff and shall be accountable to the Working Group. Insofar as SOS still requires a Host Organisation, the Coordinator shall be accountable to the Working group in line with the policies of the Host Organisation.
  • All other employees shall be accountable to the Coordinator.
  • Employees shall not be legally liable for any of the obligations and liabilities of SOS.
  • Employees shall not be personally liable for any loss suffered by any person as a result of an act or omission which occurs in good faith in the conduct of functions for and on behalf of SOS.
  • Further details of employment arrangements with employees will be concluded in the MOU concluded between SOS and its host organisation referred to in Section 6 of this Constitution.

 

20.  DUTIES AND FUNCTIONS OF THE COORDINATOR

  • The Coordinator shall undertake the following duties and functions, consistent with the Constitution and as agreed to by the Working Group:
    • Drive the vision and work of SOS.
    • Supervise and direct the work of SOS and its structures
    • Carry out the decisions and instructions of the working group
    • Raise the finances necessary to implement the annual strategy and implementation plan, and be responsible for donor engagement and reporting in consultation with the Finance and Management Committee.
    • In consultation with the Treasurer keep a record of all assets.
  • Any other staff shall undertake the duties and functions, consistent with their job descriptions and the support requirements of the Coordinator.

 

21.  ANNUAL GENERAL MEETING (AGM)

  • The role of the AGM shall be to report to members and the general public on the organisational activities and finances over the last reporting period, to present the strategic plan and budget for the year ahead for adoption, and to confirm members of the Working Group.
  • It shall also be used to raise the profile and work of SOS.
  • Every year within 15 (fifteen) months of but not before 10 (ten) months of the last AGM, the Chairperson shall call an AGM of all Ordinary and Working Group members.
  • Members shall be informed of the AGM and its agenda at least 14 (fourteen) calendar days in advance.
  • The AGM shall determine its own procedures in accordance with democratic principles.
  • The Chairperson shall preside over the AGM.
  • Quorum shall be reached when 25% of all Ordinary Members or 10 Members are present, whichever is the lower.

 

22.  FUNDING AND FINANCING

SOS shall be financed from:

  • Donations and bequests.
  • Monies received from any other legal source.
  • Income earned from surplus money deposited and invested.
  • Income earned from services rendered.

 

23.  INCOME AND PROPERTY

  • The Treasurer in consultation with the Coordinator shall keep a record of all assets and income.
  • All finances and assets owned by SOS are under the custodianship of the Coordinator and the Treasurer, and are owned by SOS and not any of its members or employees.
  • Members and employees may submit bona fide expense claims to the host organisation on condition the principle of such claim submissions are agreed to by the Coordinator prior to the expense being incurred and are ratified by the Finance and Administration Committee

 

24.  AMENDMENTS TO THE CONSTITUTION

  • The Constitution may be amended by a resolution passed at a Working Group meeting by at least two-thirds of all Working Group members.
  • The written approval of the Host Organisation shall be required should the change to the Constitution impact on the Host Organisation.
  • Amendments shall be proposed in writing. The Secretary shall provide copies of any proposed amendments together with the agenda for the Working Group meeting as per clause 13.2 above.

 

25.  DISPUTE RESOLUTION REGARDING THE CONSTITUTION

  • Should any dispute arise or a deadlock exist in relation to any matter which requires consensus between the Parties in the widest sense in connection with –
    • the formation or existence of;
    • the carrying into effect of;
    • the interpretation or application of the provisions of;
    • the Parties’ respective rights and obligations in terms of or arising out of;
    • the validity, enforceability, rectification, termination or cancellation, whether in whole or in part of; and/or
    • any documents furnished by the Parties pursuant to the provisions of

this Constitution, or which relates in any way to any matter affecting the interests of the Parties in terms of this Constitution, then any Party may declare that a dispute exists by requesting that the Chairperson serve written notice on the other members of the Working Group.

  • Within 10 (ten) days of receipt of a written notice declaring a dispute, the Parties must try to meet and –
    • resolve the dispute; or
    • agree to a process for resolving the dispute.
  • If within 10 (ten) days of the dispute being declared, the Parties or their nominees do not meet or do not resolve the dispute or do not agree on a process for resolving the dispute, the matter shall be referred to arbitration in terms of this clause 25, provided that a Party to the dispute has demanded arbitration by written notice to the other Parties.
  • The arbitration shall be held –
    • at a location in the relevant magisterial district;
    • with only the representatives and legal representatives of the Parties to the dispute present thereat; or
    • otherwise in terms of the Arbitration Act, No. 42 of 1965, it being the intention that the arbitration shall be held and completed within 21 (twenty one) calendar days after it was demanded.
  • The arbitrator shall be, if the matter in dispute is principally –
    • a legal matter, a practising advocate or attorney;
    • an accounting matter, a practising accountant; or
    • any other matter, any independent Person, agreed upon between the Parties to the dispute.
  • The decision of the arbitrator shall be final and binding on the Parties to the dispute and may be made an order of any competent court at the instance of any of the Parties to the dispute.

 

26.  DISSOLUTION

  • SOS may only be dissolved with the agreement of two thirds of all Ordinary Members at a Special Meeting of Members convened for this purpose.
  • Any assets remaining after all its liabilities have been met shall be transferred to another non-profit organisation with similar objectives.
  • The Working Group members shall decide on the exact terms of the dissolution and the precise disposal of any assets.

 

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