ACB: Constitution

ASSOCIATION OF CHRISTIAN BROADCASTERS

(SOUTHERN AFRICA)

CONSTITUTION

Association of Christian Broadcasters OF SOUTHERN AFRICA

as adopted by the Annual General Meeting

Kempton Park , 11^th February 1998

and amended on 8 March 2007

PREAMBLE

The Association of Christian Broadcasters - Southern Africa (ACB), an organisation consisting of doctrinally evangelical individuals concerned for the spread of the Gospel of our Lord and Saviour Jesus Christ, have united for the sake of promoting and improving Christian broadcasting, and more effectively ministering to the spiritual welfare of the nations.

ACB invites into fellowship all who use radio and television for the dissemination of the Gospel and who subscribe to the Broadcasters' Statement of Faith and Code of Ethics (Appendix A).

Movement for organisation of the Broadcasters took form at a conference at the Lutheran Conference Centre at Kempton Park from the 9th - 11th March 1994. There was an attendance of approximately 80 delegates representing 41 organisations and Churches from South Africa as well as the neighbouring states of Namibia, Swaziland and Mozambique.

At the conference's final meeting an interim constitution was accepted until the first Annual General Meeting was to be held.

The following persons were appointed to act as the first members of the Board of Directors of ACB: Rev Martin Frische (Chairperson), Rev Colin Bishop, Mr David Hotchkiss, Rev Muzi Kunene, Mr Bernard Roebert, Rev John Thomas, Mr Laurie van der Merwe.

At the first Annual General Meeting held in Kempton Park from 28th - 29th March 1995 the following constitution, which replaces herewith any previous constitution, was unanimously accepted.

CONSTITUTION

1 NAME AND CONSTITUENCY

(1) The name of this organisation is the Association of Christian Broadcasters - Southern Africa (ACB), hereinafter referred to as
ACB.

(2)       The constituency of ACB shall be defined as the region of Southern Africa including but not limited to the following Southern
            African countries: Angola ,Botswana, Lesotho, Madagascar, Malawi, Mozambique, Namibia, South Africa, Swaziland, Zambia
            and Zimbabwe.

2 OBJECTIVES

The objectives of ACB are:

(1) To foster and encourage fellowship in our common faith in Christ through the electronic media and especially among our
members.

(2)       To foster and encourage excellence in Christian broadcasting by promoting and pursuing high standards with respect to
            content, programme format, speakers' qualifications and ethical practices, to the end that such broadcasts may be constantly
           developed and improved upon and that their public interest and usefulness may be enhanced.

(3) To assist and support our members on matters related to legal, license application, programme, equipment issues and
training.

(4) To enhance Christian broadcasting in Southern Africa through the electronic media.

(5) To provide an organisation to be used by its members to represent the interest of Christian broadcasting and to promote and
strengthen the spread of the Gospel of Jesus Christ through the electronic media.

(6) To encourage co-operation with other allied organisations.

3 STATEMENT OF FAITH

We believe in the Triune God, the Father, Son and Holy Spirit. We believe that the Bible is inspired by the Holy Spirit in all its statements.

Therefore we confess:

(1) God the Father is creator and preserver of all.

(2)       Jesus Christ, true man and true God, is the Son of God. He is born of the virgin Mary and He has substitutionarily shed His
            blood on the cross for the sins of the whole world. He is bodily resurrected and has returned into the glory of God. He sits at the
            right hand of God and will manifestly return.

(3) God has sent His Holy Spirit into the world, so that He may open the eyes of man in respect of sin, and of righteousness and of
judgment, and that He may reveal the whole divine truth to God's redeemed.

(4) Human nature is sinful. Only owing to redemption through the blood of Jesus can man by conversion, and his being
born-again be justified before God.

(5) The redeemed will rise from the dead in glory to eternal life; those who are not redeemed will pass into everlasting destruction.

(6) All those who are born-again constitute the Church, the "Body of Christ".

(7)       For the Church the missionary command of Jesus is valid and binding: "Go therefore to all nations and make them my
            disciples, baptizing them in the name of the Father, and of the Son, and of the Holy Ghost; teaching them to observe all things I
            have commanded you" (Matthew 28:19-20).

4 MEMBERSHIP

4.1 Full membership shall consist of:

(1) Organisations who are broadcasters holding a valid broadcasting license and meeting the requirements of clause 4.3.

(2) Organisations who have a valid written agreement with a broadcast license holder for ongoing and continuous broadcasting
and meeting the requirements of clause 4.3.

(3) Individuals who have a valid written agreement with a broadcast license holder for ongoing and continuous broadcasting, but
who are not in full-time employment of an organisation described in either clause 4.1 (1) or 4.1.(2)

4.2 Associate membership shall consist of organisations, who

(1) have applied for a broadcasters license and whose application is still pending.

(2) or are associated with the field of Christian broadcasting.

4.3 Both, full members and associate members shall accept and comply with ACB's objectives, the Statement of Faith and the
Code of Ethics as set forth in Appendix A.

4.4       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 statement to be subscribed to by the applicant, in which
            the applicant accepts and agrees to comply with ACB's constitution and its applicable Code of Ethics.

4.5 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.

4.6 Termination of membership may be:

(1) voluntary, by giving written notice of such intention to the Board of Directors, subject to acceptance under section (2);

(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 ACB and who's dues are outstanding; for failure to comply with ACB's Statement of Faith or its Code
            of Ethics; for change in status or position; provided that written notice of the charges and of the time and place of the Board's
            meeting at which such charges are 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.

(3) 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.

4.7       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.

5 MEMBERSHIP WITH OTHER ORGANISATIONS

The ACB shall have the right to join and/or associate with other broadcasting bodies, both nationally and internationally.

6 GOVERNANCE

The governance of ACB shall be vested in a governing body known as the Board of Directors, which shall consist of the Chairperson, Vice Chairperson, Secretary, Treasurer, and of at least 3 additional but not more than 5 other 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       Individual members shall have voice and one (1) vote which can only be exercised personally. However if that member is
             present and employed by a member organisation, the person will only be allowed to exercise one vote not two. Presence in
             that case will be deemed to be as representing the member organisation.

7.3 Not more than two individual members who are employed by the same non-member organisation shall be allowed to have
voice and vote.

7.4 Member organisations shall have voice and two (2) votes which may be exercised by representatives of such an organisation.
However, members who shall be elected to serve on the Board of Directors shall only exercise their duties personally.

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. The
majority of the Board of Directors shall hold full membership of ACB.

8.2 The Board members shall serve for two years, whereafter they retire, but may be eligible for re-election for a further two year
term.

8.3 In any election, 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, Secretary and Treasurer.

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. Whenever this occurs, the changes must be endorsed 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. Those nominated as directors should be selected from among active participants in the work
             of ACB 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 ACB 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 General Secretary employed by ACB shall be an ex-officio member of the Board of Directors and
shall have voting power, but may not be elected as Chairperson.

8.15 Until such time as the first Annual General Meeting of the members of ACB is held, the persons named in Preamble shall act
as the first members of the Board of Directors.

8.16 In the case of grievances between member organizations these grievances may, according to the Code of Ethics of ACB, 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 ACB 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 ACB, 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.

9.3 The Board of Directors, however, shall not have the power to sell any assets of the association with the value higher than
specified by the members of ACB, without a two-third majority of the members.

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 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 ACB 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 ACB.

10.4    A duly constituted meeting shall require the attendance of 25% (twenty five percent) of 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

(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    ACB is an Association not for gain and is funded mainly by membership fee. Each member shall pay dues annually, an
            amount agreed upon by the Board of Directors, which shall be endorsed by the next AGM and which shall be sufficient to
            provide for the ongoing work of the organisation.

11.2    Income and property of ACB shall apply solely towards the promotion of its main objects, and no portion thereof shall be paid
            or transferred to members of ACB or any other person, provided that nothing herein contained shall prevent the payment in
            good faith of reasonable remuneration to any person for services actually rendered to ACB.

11.3    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 ACB (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.”

11.4 The financial year shall terminate on 31 December each year. The financial statement must be audited by a registered
chartered accountant who is not a member of ACB.

11.5 All dues and donations to ACB shall be irrevocable and be subject to the terms and conditions of this constitution.

12 SERVICE PROVISION

12.1 The Board of Directors shall determine the need for a service facility, 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 ACB to support members in specified activities.

(3) The contracting of services under direction of ACB.

(4) Other methods of providing legal, technical, programme or support services.

12.2 The provision of service to the members of ACB 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 ACB.

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 ACB.

(2) Sell services to non-members of ACB.

(3) Differentiate on pricing between members of ACB who are Community, Private or Public Broadcasters.

(4) Differentiate on pricing between members of ACB 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 ACB.

12.6 Unless specified in writing to the contrary per contract, neither ACB nor employees of ACB shall be liable for damages or
losses caused by the provision or lack of provision of any service.

13 LEGAL STATUS

13.1    ACB 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 ACB 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 ACB for and on behalf of the said organisation.

13.4 Members are not liable for the liabilities of ACB. Such members also do not have any claim to the assets of ACB.

13.5 No donor, member, director and/or any of their relatives shall receive any benefit from the funds or the income of ACB.

13.6 No building owned by ACB may be occupied free of charge by any person.

13.7 ACB shall not be allowed to pledge its assets and/or enter into any suretyship.

14 TRADING RESTRICTIONS

14.1 ACB may not have the power to carry on any business, including, inter alia, ordinary trading operations in the commercial
sense, speculative transactions, dividend stripping activities as well as the letting of property on a systematic or regular basis.

14.2 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.

14.3 Where shares of listed companies have been donated or bequeathed, the shares are to be realised and the proceeds invested
as per 14.2.

15 AMENDMENT OF CONSTITUTION

15.1    Alterations and/or amendments to this constitution of ACB may be made by three-quarters vote of the duly qualified delegates
            at an Annual General Meeting of ACB, 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 Commissioner for Inland Revenue.

16 DISSOLUTION

16.1 ACB 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 ACB 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 income tax and donation tax.

Date: ........................... Chairperson: ..................................................

Secretary: ...........................................................................

Member: ...........................................................................

APPENDIX A

CODE OF ETHICS OF

THE ASSOCIATION OF CHRISTIAN BROADCASTERS

(SOUTHERN AFRICA)

ACB CODE OF ETHICS as amended in March 2009

OBJECTIVE

The ACB desires to foster and encourage excellence in Christian broadcasting by establishing and maintaining high standards with respect to content, programme format, and ethical practices. It also strives to unite its members to play an effective role in establishing the Kingdom of God on earth in a unified way. It therefore requires all its members to subscribe to the following Code of Ethics:

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PRINCIPLES

The Bible will be the standard by which all activities of its members will be evaluated. All members should underwrite and
endorse the “Statement of Faith” of the ACB.
The Bible will be interpreted and applied in a balanced way, seeking to unite Christianity, rather than to divide and
sensationalize differing opinions.
Members will refrain from harmful conduct, criticism or competition towards other members.
Members will conduct good governance in all their activities, within the requirements of the laws of the country, as well as the
Bible.
All members will conduct their business in a transparent way, not hiding the truth in any way.
All content should reflect the principles of fair and sound journalism. Content should be verifiable, objective and should fall
within the required conduct of the broadcasting laws of the country.
Members should exercise courtesy, integrity, humanity and respect for the privacy of individuals.
Members will strive to transform society and individuals by celebrating diversity, restoring morality and promoting social
justice. The individuals associated with the member organisations should reflect personal lives within the standards of
Biblical ethics.

References:

The Bible.
King Commissions. (29 November 1994 & March 2002)
BCCSA Code of Conduct for Free to Air Broadcasters / Subscription Broadcasters as applicable.
ICASA Code of Conduct for Broadcasters.
ICASA Community Sound Broadcasting Regulations 2006. (Community Licensees).

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