ACM

ACM Constitution

Association of Christian Media Constitution
 
as adopted by the Annual General Meeting
Kempton Park, 11th February 1998
and amended on 8 March 2007and 8 June 2012
 
1. NAME AND CONSTITUENCY
      (1)     The name of this organisation is the Association of Christian Media - hereinafter referred to as ACM.
      (2)     The constituency of ACM shall be defined to all countries within the African continent.
 
2. OBJECTIVES
      The objectives of ACM are:
  1. To foster and encourage fellowship in our common faith in Christ through all forms of media and  especially among our members.
  2. To foster and encourage excellence in the use of all media by Christians by promoting and pursuing igh standards with respect to content, programme format and ethical practices.
  3. To assist and support our members on matters related to legal, license application, content,equipment issues and training.
  4. To promote and strengthen the spread of the Gospel of Jesus Christ through the media.
  5. To encourage co-operation with other allied organisations.
                        
 3.STATEMENT OF FAITH
      The Lausanne Covenant will be adopted as the Statement of Faith.
 
4.MEMBERSHIP
Full Membership shall consist of Media Organisations in three categories who (a) subscribe to the Statement of Faith, as well as the Code of Ethics (Annexure A hereto) of the ACM and adhere to the conditions of this Constitution; and (b) meet the legal requirements as set out by the respective Government of such institution in the country ofoperation with proof of meeting such requirements through licences or the necessary certificates;
 
4.1 Membership Categories.
Category A Members:
The Category A members will be bona-fide media organisations or companies with a staff compliment of 10 (ten) or more persons;
 
Category B Members:
The Category B members will be bona-fide media organisations or companies- With a staff compliment of 4 (four) to 9 (nine) persons;
 
Category C Members:
The Category C members will be bona-fide media organisations or companies- With a staff compliment of 3 (three) or less persons.
 
Associate Membership:
Christian Individuals working in media – Christian or secular.
 
Honorary Membership:
Organisations & Individuals supporting the goals & vision of ACM.
Organisations similar to the ACM, operating in other regions of the world.
 
Development Membership:
Organisations who are interested in applying for a broadcast license.
 
4.2 All members shall accept and comply with ACM's objectives, the Statement of Faith and the Code of Ethics as set forth in Appendix A.
4.3  Application for membership shall be in writing on forms prescribed by the Board of Directors. Each application shall include, in addition to such other relevant information as the Board may require, a tatement to be subscribed to by the applicant, in which the applicant accepts and agrees to comply with ACM's constitution and its applicable Code of Ethics.
4.4  Election to membership shall be by two-thirds vote of the Board of Directors at a Board Meeting and shall be reported to the next Annual General Meeting.
4.5  Termination of membership may be:
  1. Voluntary, by giving written notice of such intention to the Board of Directors, subject toacceptance under section
  2. By action of the Board of Directors, who shall have power by two-thirds vote of those present, to suspend a member who has:
    - Acted against the interest of ACM   
    - Or who's dues are outstanding;
    - Failed to comply with ACM's Statement of Faith or its Code of Ethics;                             
    - Changed status or position;
  3. provided that written notice of the reasons for suspension and of the time and place of the Board's meeting at which the suspension is to be considered, is sent by the Secretary to the member, at least 30 days before the meeting; and further, provided that the member shall have had reasonable opportunity to be heard before final action is taken.
  4. By action of the Annual General Meeting, who shall endorse the decision of the Board of Directors to suspend a member. Such action shall constitute termination of membership.
  5. Membership fees shall not be refundable on termination of membership. Former members desiring reinstatement shall present the regular application, indicating thereon that the application is for reinstatement, and the application shall be processed in the normal manner. In the instance of involuntary termination, the cause(s) for which they were terminated must be rectified.
 
MEMBERSHIP WITH OTHER ORGANISATIONS
The ACM shall have the right to join and/or associate with other media bodies, both nationally and internationally.
 
6. GOVERNANCE
     The governance of ACM shall be vested in a governing body known as the Board of Directors, which shall   
     consist of the Chairperson, Vice Chairperson, Treasurer, Associate Member representative and up to 5
     additional directors-at-large.
 
    7. VOTING CONSTITUENCY
      7.1  The voting constituency shall consist of delegates of member organisations, and individual members  
            whose dues have been paid up to date.
      7.2  One individual may not have more than one vote.
      7.3  Full member organisations, Category A shall have voice and up to three (3) votes which may be 
            exercised by representatives of such an organisation.
      7.4  Full member organisations, Category B shall have voice and up to two (2) votes which may be
            exercised by representatives of such an organisation.
      7.5  Full member organisations, Category C shall have voice and one (1) vote which may be exercised by 
            the representative of such an organisation.
      7.6  Associate category members shall elect one representative from their membership category to the
            Board.
      7.7  Members who shall be elected to serve on the Board of Directors shall exercise their duties personally,
            and not as representatives of their organisation.
      7.8The board shall be able to do round robin voting via email.
 
    8. BOARD OF DIRECTORS
      8.1 The Board of Directors, which shall be elected at the Annual General Meeting, shall have at least 
            seven members.
      8.2  The Board members shall serve for two years, where after they retire, but may be eligible for
             re-election for a further two year term.
      8.3  In any election, at least two of those elected must be members who were not on the out-going
            Board. These two members can either be totally new or may have served previously but have taken
            the required two year break (see 8.4)
      8.4  Board members may not stand for more than two consecutive terms in office. A mandatory two 
             year break must take place before being qualified for re-election.
      8.5  The AGM shall elect from this group (as per 8.1) the Chairperson. The chairperson shall have a 
             minimum of one year service on the Board, prior to election to the chair.
      8.6  The Board shall elect from its midst the Vice-Chairperson, and Treasurer. The secretary shall not be
             voted on by the board but shall be fulfilled by a consultant or employee of the ACM.
      8.7  The Board has the freedom to co-opt, either to fill any casual vacancy, or to improve representivity
             of the Board, or to provide necessary skills for the remaining period till the next AGM. Whenever this
             occurs, the changes must be ratified by the next Annual General Meeting. Should more than two
             casual vacancies occur during the nine month period following any annual general meeting, the such
             vacancies as exceed two in number shall be filled only by Board members elected at a special meeting
             of the Association, which meeting shall be held within two months of the third or further vacancy 
             occurring.
       8.8  The Board members perform their duties on a voluntary basis, and without remuneration, but
              expenses may be reimbursed.
       8.9   In the election of directors-at-large, consideration shall be given to proper representation of
              membership, both geographically and with respect to organisation and media category. Those
              nominated as directors should be selected from among active participants in the work of ACM and
              should be current in their dues.
      8.10 The Board of Directors shall hold regular meetings at such times and places as it shall determine,
              provided, however, that one of these shall be held immediately following the Annual General Meeting
              of ACM and at the place thereof. The Chairperson may, when deemed necessary, or the Chairperson
              or Secretary shall, at the request in writing of one-third of the members of the Board, issue a call
              for special meeting of the Board on 30 days' written notice to each member of the Board.
      8.11  At any duly called meeting of the Board of Directors a quorum shall consist of 50 percent of the duly
              elected members.
      8.12  Resolutions at any meeting of the Board of Directors shall be decided by a majority of votes, but 
              shall preferably be passed unanimously.
      8.13  The Board of Directors shall cause proper books and records to be kept, in particular:
                        (1)        minutes of all meetings;
                        (2)        appointments of officers and auditors;
                        (3)        all financial dealing
                        (4)        any operational reports.
      8.14  Any General Manager or Secretary or Administrator employed by ACM shall be an ex-officio member
              of the Board of Directors without any voting power.
      8.15  In the case of grievances between member organizations these grievances may, according to the
              Code of Ethics of ACM, be submitted to the Board of Directors with the aim for them to try and
              resolve the issues.
 
    9. POWER OF DIRECTORS
        9.1  The Board of Directors shall have special authority to open banking accounts with any registered
              bank, and to complete all appropriate forms in this regard, for the normal conduct of the banking
              business of ACM and investment of surplus funds from time to time subject to the provision of
              paragraph 14.    
        9.2  The Board of Directors shall have the power to deal with all duties and obligations of ACM, insofar as
              such are not prescribed by the constitution to fall within the powers of the Annual General Meeting,
              provided that such decisions must be ratified by the members at the next Annual General Meeting.
 
    10. ANNUAL GENERAL MEETING (AGM)
       10.1  An AGM of the members shall be held not later than six (6) months after expiry of the financial year
               end.
       10.2  The Secretary or Administrator shall send written notice of the time and place of the AGM to each
               member not less than four (4) weeks in advance of the meeting with notice of the Agenda.
       10.3  Special meetings of ACM may be called at any time by the Board of Directors, either on their own
               initiative (subject to 10.2) or at written request by not less than 20 percent of the members of ACM.
       10.4  A duly constituted meeting shall require the attendance of 25% (twenty five percent) of full members
               in good standing 14 days prior to the date of the meeting. This number shall constitute a quorum.
               Resolutions and decisions shall require a two-thirds majority to become valid.
       10.5  Minutes shall be kept of all meetings and resolutions taken therein, which minutes shall be signed by
               the Chairperson and the Secretary of the meeting.
       10.6  The AGM has the following responsibilities:
                (1)        Appointment of the Auditor if an auditor is deemed necessary
                (2)        Adoption of the annual financial report
                (3)        Passing of the budget
                (4)        Accepting of the annual reports
                (5)        Amendments to the constitution
                (6)        Election of Board of Directors
 
    11. FUNDING
      11.1  ACM is an Association not for gain and is funded mainly by membership fees, donations and services
              rendered. Each member shall pay dues annually, an amount agreed upon by the AGM on
              recommendation of Board of Directors, for the ensuing financial year and which shall be sufficient to
              provide for the ongoing work of the organisation.
      11.2  Income and property of ACM shall apply solely towards the promotion of its main objects, and no
              portion thereof shall be paid or transferred to members of ACM or any other person subject to Clause
              13.5 below, provided that nothing herein contained shall prevent the payment in good faith of
              reasonable remuneration to any person for services actually rendered to ACM.
      11.3  The financial year shall terminate on 31 December each year. The discretionary auditing of the
              financial statement may be by a registered chartered accountant who is not a member of ACM.
      11.4  All dues and donations to ACM shall be irrevocable and be subject to the terms and conditions of this
              constitution.
      11.5  Funds allocated from the “tithe” on annual income shall be viewed differently to those of 11.2 above.
              These funds may be distributed by the Board to either members of ACM (not individuals) or other
              organizations who are registered PBO’s (Public Benefit Organizations). The Board will need to evaluate
              the need and diligence in ministry of each beneficiary and report to the following Annual General
              Meeting. No one organization may receive more than one third of the value of the “tithe.”
 
    12. SERVICE PROVISION
       12.1  The Board of Directors shall determine the need for a support service, which may include:
               (1)        The co-ordination of service facilities available from existing structures such as production
                           houses, equipment vendors etc.
               (2)        A facility employed by ACM to support members in specified activities.
               (3)        The contracting of services under direction of ACM.
               (4)        Other methods of providing legal, technical, programme or support services.
       12.2  The provision of service to the members of ACM may include but shall not be limited to:
               (1)       Legal and licence application assistance
               (2)       Financial management, budget preparation
               (3)       Administrative management
               (4)       Layout design and equipment specification
               (5)       Equipment procurement
               (6)       Establishment and commissioning of a station
               (7)       Advertisement support management
               (8)       Programme support and provision of material
               (9)       News provision
               (10)      New technology research and application
               (11)      Signal distribution
               (12)      Training
               (13)      Personnel recruitment and support
       12.3  The provision of service shall be self funding and (unless determined otherwise by the Board for
               specific requirements and for periods not exceeding one year) shall not pose drain on the funds of
               ACM.
       12.4  Any fees or charges for services shall be determined from time to time by the Board of Directors, who
               will be entitled to
              (1)        Sell services to members of ACM.
              (2)        Sell services to non-members of ACM.
              (3)        Differentiate on pricing between members of ACM who are Community, Private or Public
                          Broadcasters.
              (4)        Differentiate on pricing between members of ACM and non-members.
       12.5  The provision of services to any person or group shall in no manner detract from the aims and 
               objectives of ACM.
       12.6  Unless specified in writing to the contrary per contract, neither ACM nor employees of ACM shall be
               liable for damages or losses caused by the provision or lack of provision of any service.
 
13. LEGAL STATUS
       13.1  ACM is a juristic person (Corporate Body) with perpetual succession, competent to institute or
               defend in its own name any action, to acquire rights and incur liabilities apart from its members, and 
               to exercise any of the powers of which true voluntary associations, whose purpose is not the
               acquisition of gain, are capable.
       13.2  ACM may receive funds for and on behalf of the organisation's objects and purpose as set down above,
               and become the beneficiary of wills, legacies, gifts and annuities.
       13.3  Any property, whether movable or immovable and whether already acquired, purchased, held,
               hypothecated or mortgaged, or hereafter purchased or acquired in any manner, held of hypothecated 
               or mortgaged, shall vest in and be held by the Board of Directors, acting as trustees for the time
               being of ACM for and on behalf of the said organisation.
       13.4  Members are not liable for the liabilities of ACM. Such members also do not have any claim to the
               assets of ACM.
       13.5  No donor, member, director and/or any of their relatives shall receive any benefit from the funds or
               the income of ACM except in the case of Tithing as provided for in Clause 11.5.
       13.6  ACM shall not be allowed to pledge its assets and/or enter into any suretyship.
 
14. TRADING RESTRICTIONS
       14.1  Funds available for investment may only be invested at registered financial institutions as defined in
               section 1 of the Financial Institutions (Investment of Funds) Act, 1984.
       14.2  Where shares of listed companies have been donated or bequeathed, the shares are to be realised and
               the proceeds invested as per 14.1.
 
15. AMENDMENT OF CONSTITUTION
       15.1  Alterations and/or amendments to this constitution of ACM may be made by three-quarters vote of
               the duly qualified delegates at an Annual General Meeting of ACM, provided that the proposed change
               is sent to each member not less than 30 days prior to the time of the Annual General Meeting which is
               to consider the change.
       15.2  A copy of all alterations and/or amendments to the constitution shall be submitted to the South
               African Revenue Services.
16. DISSOLUTION
       16.1  ACM may be dissolved if at least two thirds of the members, present at a meeting which has been
               called for this specific purpose, vote in favour of dissolution.
       16.2  If at the dissolution of ACM any assets whatsoever remain after all debts have been settled and all
               liabilities met, the residual assets will be transferred to such an organisation as, in the opinion of the
               members of the governing body, is best fitted to carry on the objectives of this organisation or
               objectives closely allied thereto, provided however, that any successor organisation shall, at the time
               of designation, be exempt from taxes.
 
 
APPENDIX A
ACM CODE OF ETHICS
Recognizing the vital and increasingly important role played by radio and television broadcasting as an agency of mass communication, and the desire of the Association of Christian Media "to foster and encourage excellence in Christian media by establishing and maintaining high standards with respect to content, programme format, speakers' qualifications and ethical practices...," the ACM also recognizes that the general public looks to us to bring conformity to ethical behaviour into our broadcasting, programming, business, management, financial, and relational responsibilities. Recognizing the Bible as the standard by which we must evaluate all beliefs, instruction, policies and practices, ACM has adopted and each of its members has subscribed to the following Code of Ethics:
- I will conduct my personal life and corporate business in a way that will not bring shame or reproach to the name of the Lord. (1 Peter 1:14-16)
- I will speak the truth in love without being unnecessarily offensive. (Proverbs 3:3)
- I will recognize and respect what the Lord is doing through other individuals and organisations while refraining from unnecessary criticism of them or conformity to them. (1 Peter 3:8-9)
- I will honour my obligations to my vendors, neighbours, community, and government. (Romans 13:7-8)
- In matters of dispute with other Christians I will attempt to submit my grievances to Christian arbitration rather than to the courts of the land to try and resolve issues (1 Corinthians 6:1-8)