Legal stuff

Constitution

THE CONSTITUTION OF THE RAINBOW COMMUNITY RADIO

(Also Referred to as: Rainbow FM 90.7)WHEREAS:1. The new constitution for the Republic of South Africa which came into effect on 1 February
1997 provides in the Bill of Rights therein incorporated for inter alia1.1 Freedom of religion, believe and opinion;
1.2 Freedom of expression through the media;
1.3 Freedom of association;2. Roodepoort Community Radio was established as a voluntary association functioning as a
department of Africa Evangelical Fellowship (AEF), under the constitution originally
prepared by AEF in 1994 and amended by the Roodepoort Christian Community Radio Board
during 1996. The last amendment was at the Members meeting. The Sixth Annual General
Meeting of Rainbow Christian Community Radio on the 23 March 2002.
3. The aim and purpose of the association was to serve the Christian Community of
Roodepoort and adjacent areas by providing information, inspiration, education, and
entertainment and to encourage community togetherness through co-operation in
accordance with Section 2(a), (b) and (c) of the Independent Broadcasting Authority IBA
(ICASA) Act,1993 (hereinafter referred to as “the Act, which the members believe include
sharing the good news of eternal life through Jesus Christ.

4. Roodepoort Community Radio was issued a temporary broadcasting and signal distribution
license by the IBA to operate a community radio station in January 1996, which has been
succeeded by five more temporary licenses valid until 31 February 2003

5. RCR severed all constitutional ties with AEF and it is the desire of the present board of inbow
Community Radio to have a true community radio station with a new constitution that will
better serve the communities of Roodepoort and surrounds.

NOW THEREFORE IT IS HEREBY RECORDED THAT THE FOLLOWING SHALL BE THE CONSTITUTION OF RAINBOW COMMUNITY RADIO:

1. NAME AND LEGAL STANDING

1.1 The name of this Christian Association shall be “RAINBOW COMMUNITY RADIO”
(hereinafter referred to as “RCR” or “Rainbow FM 90.7”)

1.1.1 Rainbow FM 90.7 shall be an association with full legal personality, with perpetual
succession and the power to hold moveable and immovable property in its own
name, distinct from its members, and capable of suing and being sued in its own
name.
1.1.2 The RCR shall consist of:

1.1.2.1 The Executive Committee of the Board,
1.1.2.2 The Board,
1.1.2.3 The members (both corporate and individual).

2. AIM AND PURPOSE, MISSION AND VISION

2.1 The Aim and purpose of RCR shall be to operate a community radio station in
accordance with the terms and conditions as determined by the ICASA in terms of the
provision of the act, and to fulfil its mission and vision stated below.

2.2 The target audience of the RCR is the Rainbow population of the West and South West
Rand.

2.3 The mission of the RCR is to be a true community radio station where community
needs, achievement and aspirations are promoted and articulated, and in partnership
with the Christian Church, to be an influence in the community toward positive change
and nation building.

2.4 THE VISION OF THE RCR IS TO SERVE THE COMMUNITY BY:

2.4.1 Communicating the joyful message of reconciliation between God and
people

2.4.2 Communicating a message of hope, healing, and reconciliation in society;
emphasizing; Christian values for the building up of families, and promoting racial harmony in diversity on the basis of Christian love and common “Africanness”

2.4.3 Providing a resource for Christian churches and organisations for the building up of the Christian communities in the coverage area of Rainbow Fm90.7; promoting harmony and cooperation between churches, and partnership in missions and outreach; promoting their church life programs and service to the community;

2.4.4 Promoting communication and dialogue on community issues with local government and other organisations.

2.5 The aforesaid aim and purpose of the RCR shall at all times be carried out within the
ambit of the provisions of Section 10(1)(f)of the Income Tax Act No 58 of 1962

3. MEMBERSHIP

3.1 The following persons or bodies shall qualify for membership of the RCR:

3.1.1 CORPORATE MEMBERSHIP
Any Christian Church, Denomination or Christian Organisation located in the
coverage area of Rainbow FM 90.7

3.1.2 INDIVIDUAL MEMBERSHIP

3.1.2.1 Any person who is a Christian and who is a member of a congregation of a
Christian Church in the coverage area of Rainbow Fm 90.7

3.1.2.2 Any person or body desiring to join the RCR as member shall lodge with the
secretary an application form, duly signed by the applicant. All applicants for
membership shall be considered and be decided upon by the Board.

3.1.2.3 Any purported granting of membership may be cancelled by the Board if a
material misrepresentation or mistake in regard to the member has, in the
opinion of the Board, been made.

3.1.2.4 On an application for membership being accepted and notice thereof have
been given in writing to the applicant, the applicant shall immediately:

· become entitled to the benefits and privileges that may from time
to time be offered by RCR;
· The membership of any member may, on good cause be terminated
by a Resolution of the Board, subject to the rules of natural justice
and administrative fairness being followed, after a notice of appeal
had been lodged with the secretary within 10 (ten) days of being
informed of the order appealed against; and such termination shall
be confirmed by the next Annual general Meeting of the RCR.

3.2 MEMBERSHIP FEES
An annual corporate fee shall from time to time be payable by all corporate members. The
annual fee (until reviewed by the Board of Governors of the RCR) shall be: R250.00 per year.

The Board of RCR may review and change the amount of the annual corporate membership
fees from time to time.
All corporate members whose annual membership fees are not paid up to date at the time
that an Annual General Meeting is held, shall be considered not to be in good standing and
be disqualified for purposes of voting at the said Meeting of Members.

3.3 MEETINGS OF MEMBERS
The first Meeting of Members of RCR shall be held before the 15th June 1997, for purposes
of inter alia ratifying this constitution.

Thereafter, members shall meet annually, for purposes of the Annual General Meeting.

Voting Powers:

Each corporate member, whose membership fees have been paid up to date, shall have a
vote, which shall be brought out by a designated and authorized representative whose name shall be made known at the beginning of the relevant meeting, by the way of written authority issued by the corporate member;

Every individual member shall have one vote.

The Annual General Meeting shall deal with all matters normally pertaining to an annual
general meeting of members, but shall specifically include:

· approval of financial statements for the previous year;

· approval of the report of the Chairman of the Board;

· election of Board members;

· appointment of an auditor for the ensuing year;

· approval of Board actions for the past year.

A special Meeting of Members may be called, at the request of the Board, the Executive
Committee of the Board, or any three members in consultation with the Secretary of the
Board. Twenty-one days written notice shall be given to all members of such intended
meeting. Such notice shall further state the reason, place, date and time for the intended
meeting

A quorum for all Meetings of Members shall be four corporate members and ten individual
members, all in good standing with corporate membership fees having been paid up to date,
being present in person at the meeting.

If there is no quorum present, then the meeting shall be adjourned for a period of seven
days. If there is still no quorum available, the meeting will be postponed for another 7
(seven) days until a quorum is present.

The Chairperson of the Board shall be the Chairman of all Meetings of Members. In his/her
absence the vice-chairman, except when business relates to him/her, will chair the meeting.

Voting may be done by a show of hands, unless a majority of the meeting requests a secret
ballot.

No proxy will be allowed for election purposes at the AGM.

4. BOARD OF GOVERNORS

4.1 OVERVIEW OF BOARD:

The RCR shall be governed by a Board of Governors as outlined below:

· The Board shall consist of a minimum of 7 (seven) members and a maximum of 12 (twelve) members, The board shall be representative of the demographics of the community and shall have affair representation of females.

· The Station Manager shall be an ex officio of the board.

· Board members will hold office for a two year period.

· Nominations for membership of the Board of Governors shall be made not later than two weeks in advance of the Annual General Meeting. Such nomination shall be in writing to the Secretary, and be supported by signatures of not less than 2 members and accepted by the candidate.

· The board can nominate members that can be co-opted and appointed to the board.

· Between the AGM and the appointment of the chairperson and board portfolio’s the Station manager shall chair the first meeting to elect the chair and board portfolio’s.

· Membership of the Board, during the period of service, shall be terminated in the event of the occurrence of any of the following:

· due to insanity of the member;

· death of the member;

· resignation by the member;

· absence of the member from two successive meetings without apology and good reason;

· termination of Board membership by the Board, subject to the rules of natural justice and administrative fairness, and which termination shall be subject to confirmation by the members of the next Meeting of Members.

The Board shall have the authority to fill vacancies. Such appointments shall be confirmed
at the next Annual General Meeting of members.

The Board shall meet a minimum of three times a year in regular session. Extraordinary
meetings may be called at other times by the Executive Committee or three other members acting through the Secretary, provided at least one week notice of such meeting is given.

A quorum shall consist of a majority of the serving Board members.

A Chairperson, Deputy Chairperson and Secretary shall be elected by the Board to serve for
two calendar years, at the first meeting of the Board after the Annual General Meeting. These persons, together with the Station Manager, will serve as the Executive Committee of the Board. The Executive Committee shall take all necessary actions and decisions between Board meetings and such decisions shall subject to the ratification by the full Board.

Minutes shall be kept of all Board and Executive Committee meetings and be circulated to all
Board Members.

4.2 THE POWERS AND OBLIGATIONS OF THE BOARD

Without limiting the generality of any powers they may have, the Board shall have
the following specific powers:

To raise and/or receive funds, inter alia by way of sponsorships, pledges and tithes,
donations and bequests;

To operate bank and/other accounts;

To acquire by purchase, lease, donation or bequest, property (both immovable and
movable) for the RCR;

To ensure that adequate financial and legal records are kept for all RCR property and
transactions, and that such financial records, books, deeds and alike are audited as
at the end of each financial year by an auditor, registered in terms of the Public
Accountants and Auditors Act No.51 of 1951;

To ensure that the property and income of the RCR shall be utilized only in the best interest
of its aims and purposes. This will not prevent the RCR from distributing approved gifts and other donations to any other Christian or Welfare Organisation.

4.3 ESTABLISHMENT OF DISCIPLINARY SUB-COMMITTEE

The Board shall be entitled to establish a Disciplinary Sub Committee which shall:

· consist of three members of the Board nominated by the Board for this purpose, one of whom shall also be nominated by the Board to act as Chairman, and all three members shall constitute a quorum save that, on the recitation or unavailability of any of the above mentioned, the Board shall have the power to fill any vacancies from among other members of the Board;

· have power to frame, inquire into and decide on charges against members or staff of the RCR, and to reprimand, fine suspend and expel members, or terminate the services of staff members who have duly been found guilty of:

· a wilful breach of the provisions of this constitution or of the by- laws made hereunder;

· conduct prejudicial to the interests or reputation of the RCR;

· conduct unbecoming a person of the Christian faith;

An appeal shall lie from any decision or order made by the Disciplinary Sub-
Committee to the Board of Governors, provided that:

· a notice of appeal shall be lodged with the Secretary within 10(ten)days of being informed of the decision or order appealed against;

· that the Board shall have power to confirm, alter or set aside in any manner any such decision or order.

4.4 MANAGEMENT

The Board shall appoint a Station Manager, who shall be responsible for the overall
management of the station and its personnel.

The Station Manager shall be responsible to the Board for meeting the stated
objectives of the station.

The Station Manager shall be an ex officio member of the Board, with full voting
powers.

The Station Manager shall conduct regular staff and management meetings of which
minutes shall be kept, and be circulated to all Board Members.

4.5 DECISIONS OF MEETINGS

All decisions of the RCR’s Board Meetings, Executive Committee Meetings and
Member Meetings shall require a majority vote of those present in person or voting
by proxy.

5. AMENDMENT OF CONSTITUTION

Amendments to this constitution can only be made by a two thirds of thr RCR members as at
the date of the Annual general Meeting or a Special Meeting of Members where such
proposed amendments have been duly notified to all members, at least 21 (twenty one)
days in advance of the particular meeting, clearly stating the suggested amendment, the
motivation and the anticipated effect of the change to be brought about by such
amendment.

6. DISSOLUTION

The RCR may be dissolved or may be merged with another body or organization, by a two
thirds majority vote of the total number of fully paid up members of the RCR, at a Special
Members Meeting where 21(twenty one) days notice has been given, clearly stating the
reasons for the dissolution or proposed merger.

The Board, if functioning, shall carry out all necessary steps to complete the dissolution or
merger; otherwise the same Members Meeting shall be responsible to establish an acting
Board to do so.

In the event of a resolution being adopted for the dissolution or termination of the RCR,
then after payment of all liabilities, the assets of the RCR shall be transferred to any legal
persona having similar objects to those of the RCR.

The RCR may also be dissolved on an application launched with a court of law by any
member, on the ground that the RCR has become dormant and is unable to fulfill purposes
and objects.