Constitution of the Southern African Digital Broadcasting Association (SADIBA)
1.1 It is recognised that digital broadcasting offers numerous advantages in comparison with current analogue services in terms of quality and more efficient use of the frequency spectrum and the delivery of new services. In this context digital broadcasting is considered in its widest sense without being confined to specific standards or implementations.
1.2 Digital broadcasting services have already been introduced in a number of countries and it is essential that the Southern African broadcasting industry stays abreast of these developments internationally, in order to evaluate developments in this technology and to ensure appropriate implementation in Southern Africa.
There is hereby established the Southern African Digital Broadcasting Association (SADIBA). SADIBA is a non-profit organisation and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by SADIBA or its members. SADIBA is and shall continue to be a distinct and separate legal entity, with the power to acquire, to hold and to alienate property of every description with the capacity to acquire rights and obligations and having perpetual succession and with the power to sue and to be sued in its own name.
3. Objects of SADIBA
The objects of SADIBA shall be:
3.1 to contribute to the development of digital broadcasting in all its forms in Southern Africa, and to serve as a forum for discussing matters affecting the broadcasting industry in view of its digitisation;
3.2 to create a framework for a harmonious and market driven development of digital broadcasting services in Southern Africa;
3.3 to facilitate the introduction of digital broadcasting services in Southern Africa in a coordinated manner;
3.4 to contribute to the development of digital broadcasting technology;
3.5 to facilitate a flow of information, share experiences and ensure as close as possible coordination and cooperation between broadcasters, service providers, the manufacturing industry, the Ministry in South Africa and administrations elsewhere;
3.6 to contribute to a market led and consumer orientated development of digital broadcasting services in Southern Africa;
3.7 to liaise with other digital broadcasting associations internationally and to evaluate the development of this technology in the rest of the world;
3.8 to lobby effectively on all digital broadcasting matters both internally and externally;
3.9 to initiate work groups in relation to particular issues affecting digital broadcasting and to report back to the Association where appropriate;
3.10 to share information on regulatory issues;
3.11 to secure adequate spectrum allocations and to maximise harmonisation of frequency management issues;
3.12 to establish a technology base within Southern Africa that best suits Southern African companies and enables such companies to fully exploit the market for digital technology;
4.1 Membership of SADIBA is open to any company or organisation or person that endorses the objectives of SADIBA and accepts the principles contained in this constitution.
4.2 There shall be 2 classes of membership.
4.2.1 Participating-membership (P-membership) entitles members to full SADIBA membership, including the right to vote at annual, general or special general meetings of the Association.
4.2.2 Observer-membership (O-membership) entitles members to full access to all SADIBA documentation, and the right to attend any meetings of the Association, and participate in all working group activities should they so wish. O-members do not have the right to vote at annual, general or special meetings of the Association.
4.3 Every member shall be entitled to appoint one representative or an alternative to represent it at meetings. Members are liable for such membership fees as may be determined by the Executive Committee and as confirmed at a General Meeting.
4.4 Application for membership shall be lodged in writing with the Executive Committee and shall be considered by the Executive Committee at its first meeting, after the receipt thereof. The applicant concerned shall be notified in writing of the decision of the Executive Committee within fourteen days of the date of such decision.
4.5 If an applicant is dissatisfied with the decision of the Executive Committee, that applicant shall have the right of appeal to the first ensuing General Meeting of the Association, whose decision shall be final.
5. Entrance Fees and Subscriptions
5.1 Each member shall pay in advance to the Association an annual subscription as determined by the Executive Committee from time to time and subsequently confirmed or altered by a General Meeting of the Association. In determining such subscription the Executive Committee may differentiate in the rates payable on the basis of the class of membership.
5.2 Annual subscription shall fall due on 1 January of each year and shall be payable within thirty days after submission of account.
6.1 A General Meeting of members of the Association shall ordinarily be held at least once every three months on a date to be fixed by the Chairperson.Special General Meetings may be called at any time by the Chairperson and shall be called whenever desired by the Executive Committee.
6.2 The Annual General Meeting of the Association shall be held at any time afte 1 January but not later than 30 June in each year.
6.3 No motion shall be considered unless seconded. All matters forming the subject of motions shall, unless otherwise provided herein, be voted upon by a show of hands or by ballot and shall, unless otherwise provided herein, be decided by the votes of a majority of those present except in the case of elections when the candidates up to the required number receiving the highest number of votes shall be declared elected.
6.4 All matters of procedure on which this Constitution is silent shall be decided on motion by a majority vote of members present at a General Meeting.
6.5 At every General Meeting the minutes of the last preceding General Meeting shall be read and signed by the presiding officer after confirmation. Minutes of meetings of the Executive Committee shall be similarly dealt with by that body.
7. Proceedings at Annual General Meetings
7.1 At the Annual General Meeting, the Executive Committee shall present an audited balance sheet and income statement in respect of the preceding financial year, together with its report.
7.2 The ordinary business to be done at an Annual General Meeting shall be as follows:
7.2.1 to confirm the minutes of any previous Annual General Meeting, which shall have been circulated to all the members in advance of the meeting, and any Special General Meeting held since the previous Annual General Meeting;
7.2.2 to receive and consider the report of the Executive Committee and the financial statements for the preceding financial year, with the auditor's report thereon, all of which shall have been circulated to all the members in advance of the meeting;
7.2.3 to consider and to pass, with or without modification, resolutions concerning the affairs of the Association of which due and proper notice has been given and any other business concerning the affairs of the Association;
7.2.4 to elect the office bearers of the Executive Committee;
7.2.5 to elect the Association's auditors;
7.3 Only an Annual General or Special General Meeting of the Association shall have the powers to purchase or otherwise acquire for the Association immovable property and to dissolve or wind-up the Association.
8. The Executive Committee
8.1 The Executive Committee shall be comprised of the officers of the Association, namely a Chairperson, a Deputy Chairperson, a Secretary and a Treasurer. The Executive Committee shall be entitled to continue in this form for such period as the Annual General Meeting may in its sole discretion determine, whereafter elections for the committee as contemplated herein shall take place.
8.2 The Executive Committee will be elected by the members of the Association at the Annual General Meeting of the Association as provided for in clause 6 hereof. Save that the first Executive Committee of the Association shall be elected at the launch of the Association.
8.3 Each elected member of the Executive Committee shall hold office for the period starting with the Annual General Meeting at which he/she was elected and concluding with the next Annual General Meeting of the Association and, upon the expiry of such period, such member shall automatically retire from office but shall be eligible for nomination and re-election as a member of the Executive Committee.
8.4 Nominations in writing to the office of a member of the Executive Committee shall be signed by two members of the Association and delivered to the secretary of the Association at least fourteen days before the date fixed for the holding of the Annual General Meeting of the Association at which the election will take place.
8.5 The Executive Committee shall have the powers to determine the overall policies of the Association and shall have all such powers as may be necessary to carry out the objects of the Association including the power:
8.5.1 to purchase or otherwise acquire for the Association movable property, including intellectual property, rights and privileges at such price and generally on such terms and conditions as they think fit, and to dispose of any of the assets of the Association by sale, exchange or otherwise, and to give assignment, cession or transfer of such property, rights andprivileges;
8.5.2 to pay for any property, rights and privileges acquired in the aforesaid manner, as is found convenient, and to pay costs ,charges and expenses in connection with the Association's affairs, establishments and institutions;
8.5.3 to enter into any contracts, including contracts of insurance and assurance, and contracts for the services of arbitrators, advocates, attorneys, auditors, advisers, agents and others, but excluding loans, whether as borrower or lender, and contracts of suretyship, save in accordance with the terms of a resolution of the members acting in general meeting.
8.5.4 to institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers, or otherwise, concerning the affairs of the Association; and also to compound and allow for payment or satisfaction of any debts due, and of any claims or demands by or against the Association;
8.5.5 to refer any claims or demands by or against the Association to arbitration and observe and perform the awards;
8.5.6 to make and give receipts, releases and other discharges for money payable to the Association;
8.5.7 to approve the annual budget of the Association;
8.5.8 to receive and decide upon applications for membership of the Association;
8.5.9 to suspend and terminate membership of the Association;
8.5.10 to determine the date, time and venue of Annual General Meetings of the Association;
8.5.11 to adopt a logo, emblem or other mark of the Association;
8.5.12 to appoint sub-committees of the Association or of the Executive Committee with such powers and duties as the Executive Committee thinks fit;
8.5.13 to open banking accounts in the name of the Association and to operate on same;
8.5.14 to accept mortgages, cessions and pledges as security, it being specifically provided that the Executive Committee may not, save in accordance with the terms of a resolution of the members of the Association acting in general meeting, grant mortgages, cessions and pledges as security; and
8.5.15 to determine who shall be entitled to sign on the Association's behalf, bills, cheques, notes, receipts, contracts, acceptances, endorsements, releases and documents.
8.6 The Executive Committee may appoint, by written document, and whether directly or indirectly, any company, firm, person or body or persons, to be the agent of the Association for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Executive Committee in terms of this constitution), for such period and subject to such conditions as the Executive Committee may think fit. Such document may authorise any such agent to delegate all or any of the powers, authorities and discretions vested in him/her.
8.7 A member of the Executive Committee shall not be an employee of the Association nor receive any remuneration for his/her services as a member.
8.8 A member of the Executive Committee shall not enter into nor be interested in any contract with the Association unless, prior to the conclusion of the contract, he/she declares to the Executive Committee the nature and extent of his/her interest in the proposed contract and the Executive Committee, notwithstanding his/her interest, expressly approves the conclusion of the contract.
8.9 The member of the Executive Committee interested in any proposed contract in terms of 8.8, shall not be entitled to vote on the question of whether or not the contract should be concluded.
8.10 Should the Executive Committee approve the conclusion of a contract in terms of 8.8, the member of the Executive Committee interested in the contract shall not be liable to account to the Executive Committee for any personal gain derived from the contract.
9. Meetings of the Executive Committee
The Executive Committee shall meet at least every second month and a quorum for a meeting of the Executive Committee shall be a simple majority of the elected members of the Executive Committee. As far as is practically possible all decisions of the Executive Committee shall be by way of consensus. Only where it is clear that consensus will not be achieved then any decision of the Executive Committee shall be by way of majority vote by show of hands of those present. Voting by proxy shall be permitted. The Executive Committee shall cause minutes to be kept of the appointment of officers, names of the members of the Executive Committee present at any meeting together with minutes of resolutions and all proceedings taken at any such meeting.
10. Reimbursement of members of the Executive Committee
The Association in general meeting may from time to time determine the nature and extent, if any, of the reimbursement of the members of the Executive Committee in respect of any necessary disbursements they have had in attending meetings and in execution of their duties.
11. Specialist Groups
In order to carry out specific studies, surveys and specialist tasks as may be defined, the Executive Committee may establish a number of specialist groups as may be appropriate. These groups will report to the Executive Committee and the terms of reference, membership and chairpersons of such groups will be determined by the Executive Committee.
12. Exemption from liability
Except in the case of any loss arising from dishonesty, no member of the Executive Committee or officer of the Association shall be personally liable for any loss suffered by the Association, whatever the cause and shall be indemnified out of the funds of the Association against any claims made against that person arising out of or in any way connected with any act or omission in the course of that person's duties.
13. Amendment to the Interim Constitution
This constitution except for this clause 13 may be amended by decision of the first Executive Committee elected to the Association, which amendment/s must be strictly in accordance with motions adopted at the launch of the Association. Thereafter any amendment including this clause 13, to the constitution shall require a seventy fivepercent majority of all members of the Association and then only at a General or Annual General Meeting.