DFR DOCUMENTARY FILMMAKERS’ ASSOCIATION Tek 427 85 901 2000 | fom 427 86 696 4460 1 info@dodilimen.com 1 wunu.docfilmaa.com PO fox $0. Melrose. Arch, £076 | 92, 3rd Avenue, Melville, Johannesburg, 2098. South Africa NPO qumber. OS1-7E2.NPO | SASFED Member Organisation | National Association - Founded 2007 DFA Constitution 2014 Originally signed and adopted by the founding interim board 30!" May 2006 Accepted and ratified by the first official AGM of the DFA and on the 21*! of April 2007. Formally amended by 2008 AGM on the 19" June 2008, and by 2011 AGM on the 17 of August 2011 and re-signed by the current board. Amended and adopted at the AGM on the 30% of July 2014 1. Purpose of Constitution ‘The purpose of this Constitution is to provide a framework for the implementation of the duties and responsibilities of the Documentary Filmmakers’ Association. Name The name of the Association hereby constituted is the Documentary Filmmakers’ Association ("DFA") Legal status 3.1 The Association is established as a voluntary association of documentary filmmakers. 3.2 The Association shall exist in its own right, separately from its members, and shall continue to exist even when its membership changes and there are different office- bearers. 3.3. The Association may establish committees, ad-hoc committees and sub-committees for such periods as the Association may consider necessary to achieve the objectives or perform the functions of the Association. 3.4 Every committee may, subject to such conditions as the Association may determine, establish ad-hoc or sub-committees for such periods as the committee may consider necessary to achieve the objectives or perform any of the functions of that committee. 3.5 The Association may: impose membership fees or levies on members; solicit for donations, sponsorships or grants; impose fees on the processing and/or sale of documentation; charge fees for training courses, seminars and conferences; or use any other means to attract the funds to meet the needs of its business plan. 3.6 The Association will be able to own property and other possessions. 3.7 The Association shall be able to sue and be sued in its own name. All actions, suits or other proceedings at law, by or against any committee, office-bearer or employee acting officially on behalf of the Association, and where they were mandated by the Association to do so, must be brought by or against the Association. 3.8 Members and office bearers do not become personally liable for any of the obligations and liabilities of the Association solely by virtue of their status as members or office bearers. Office bearers are, further, not personally liable for any aulloss suffered by any person as a result of an act or omission which occurs in good faith while the office bearer is performing functions for or on behalf of the Association. 3.9 No member has or may have, either directly or indirectly, any personal or private interest in the DFA. The DFA does not or may not have a share or other interest in ‘any business, profession or occupation which is carried on by its members. 3.10 The organisation is not and will not knowingly become a party to, and does not and will not knowingly become a party to, and does not and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA of Chapter Il of the Income Tax Act, 1962, or a transaction, operation or scheme as contemplated in section 103(5) of that Act. 3.11 _Be an organisation not for gain, as defined in the Non-Profit Organisations Act of 1997 (‘the Act’). 3.12 Comply with the requirements of Section 30 of the Income Tax Act, 1962. 4. Interpretation 4.1 Inthis Constitution, unless inconsistent with the context, chapter, article, clause and paragraph headings are for purposes of reference only and shall not be used in interpretation, 4.2 Unless the context clearly indicates a contrary intention, words connotin Page 2 or 12 4.2.1 any gender, includes the other gender; 4.2.2 _ the singular includes the plural and vice versa; 4.2.3 natural persons include artificial persons and vice versa. ns Association " means the Documentary Filmmakers’ Association. "board member" means a person duly nominated and elected by the members of the Association to sit on the board of the Association. “chairperson of the board" means any person who is elected to and chairs the board of the Association. "chairperson of a sub-committee” means any person who is elected to and chairs any sub-committee serving the Association, “committee” means any permanent committee, ad-hoc committee or sub- committee of the Association. jidual documentary filmmaker or aspirant filmmaker who qualifies for membership of the Association, is registered as a member, and has paid his/her membership fees. "documentary filmmaker" shall mean any individual person who makes documentary films. “standard” shall mean any published specification that determines the final quality of a product, or any recommended procedure for carrying out a function. DFA Constitution 2014 DFA tig wey6 Objectives of the Associ 6.1 The main objective of the Association is to nurture and develop the interests of South African documentary filmmakers through the active promotion of the documentary genre as an important instrument for documenting national her promoting development and/or stimulating public discourse. 6.2 The core objectives of the Association are: 6.2.1 to actively engage with broadcasters and funders to advance a sustainable production, funding and distribution model for documentary films; 6.2.2 _ to further diversification in all areas of production and by so doing to reflect and encourage the plurality of voices in all geographic regions in South Africa; 6.2.3 to further transformation of the documentary industry. Specifically, recognising the imbalances brought about during the political past of the country, to allow a demographically appropriate spread of race and sex in the industry, to recognise that there is sufficient space for many voices in the industry, and to protect the interests of the existing industry players who are committed to transformation; 6.2.4 to serve as aresource for both professional and aspirant documentary filmmakers in advancing skills in the field of documentary filmmaking; 6.2.5 to serve as an industrylobbyin defence of the establishment of fair and equitable relationships with trade and funding resources; 6.2.6 to lobby for protection of practitioners’ rights with regards to intellectual property; 6.2.7 to network with local and international organisations of like interest to further the Association's and members' objectives; 6.2.8 toraise the profile of the South African documentary industry; 6.2.9 to promote the documentary industry as an industry in its own right. 7 Powers of the Association 7.1 The board of the Association shall have all such powers as may be necessary to enable it to carry out its functions and fulfil its objectives. For the duration of board members terms, and guided by and within the framework of this Constitution, the board shall have powers including, but not limited to: 7.1.1 confirming members of the Association; 7.1.2. establishing committees, ad hoc committees and sub-committees; 7.1.3 appointing an administrator and any other employees necessary for the effective running of the Association; 7.1.4 formulating the general policy of the Association; 7.1.5 approving the annual budget of the Association; 7.1.6 owning assets and equipment needed to achieve the objectives of the Association; 7.1.7 approving and implementing the business plan of the Association if required and after appropriate consultation with the full membership of the Association; Page 3 or 12 DFA Constitution 2014 DF tae72 7.1.8 raising the finance necessary to implement the business plan of the Association; 7.1.9. setting the amounts of membership fees and mandating a procedure for collecting those fees; 7.1.10 determining disbursements to cover the costs of committees, ad-hoc committees and sub-committees; 7.1.11 purchasing such information and equipment as is needed to achieve the Association's objectives; 7.1.12 determining the terms and conditions of contracting of the administrator and other employees of the Association; 7.1.13. making rules relating to Association meetings, financial matters, general procurement and administrative matters that are in accordance with the provisions of this Constitution; directly control the decision-making 7.1.14 no single person may directly or powers relating to the entity Each new board shall open a new bank account, or take on the previous boards bank ‘account as signatories, in the name of the Association. All board members shall be responsible to oversee its operation. This account will at all times require TWO signatories, who will be determined by the board. Any board member may have unrestricted access to the bank records of the Association for any reason, whether or not he/she is a signatory. Any member may have access to such records, provided his/her application is reasonable and made via a board member. 8 Functions of the Association The functions of the Association are: 8.1 toachieve the objectives of the Association; 8.2 to attract members who represent the documentary industry; 8.3 to facilitate the election of a board by the members; 84 to encourage training and development in the field of documentary filmmaking in such a way that training by the Association is accessible to as many persons and bodies as possible within the industry: 8&5 to promote job creation, gender equity, equality on the basis of disabilities, equality on the basis of sexual orientation and racial equity within the industry; 8.6 to. develop local audiences, promote appropriate audience research and develop a knowledge of global audiences; 8.7 to gather and disseminate information on alternative distribution outlets for documentary product. 9 Members of the Association 9.1 Documentary filmmakers and aspirant documentary filmmakers are eligible to become members of the Association provided they agree with the core objectives of the Association and the standard “Code of Conduct” the Association may promulgate from time to time. Page 4 or 12 DFA Constitution 2044 DRM a9.2 Such membership may, at the discretion of the board, be subject to approval by a membership sub-committee, or failing the existence of such a sub-committee, a majority vote by the board, whose ruling will be binding only for the tenure of that board. Any person may re-apply for membership under a new board. 93 Affl company, close corporation or si documentary filmmaking. ¢ membership will be available to any individual, organisation, society, F body that works in conjunction with 9.4 The membership sub-committee has the right to invite qualifying individuals to join ‘as honorary members, but such class of membership will be for a maximum of five (6) years, and may be revoked if the honorary member acts against the core ‘objectives of the Association or outside of its "Code of Conduct.” 10 Removal of Members 10.1 The membership sub-committee, or failing the existence of such a sub-committee, @ majority vote by the board of the Association, may remove a member from the membership role: 10.1.1 on the written request of the member who wants to resig 10.1.2. for serious misconduct based on the Association's code of conduct which will be made available to members and amended from time to time; 10.1.3 if the member has ceased to exist; ‘a member has failed to pay the prescribed membership fee by the prescribed date (automatic removal from membership); 10.1.4 10.1.5 for engaging in activity that clearly undermines the integrity of the Association, 10.2 The full board of the Association must vote by majority secret ballot to affirm any removal under clause 10.1.5. 10.3. Any member removed or suspended under this section shall have the right to appeal through procedures delineated in section 18 “Dispute Resolution.” 11 Board 11.1 The board of the Assaciation shall consist of up to 10 board members, but no less than 5 board members at any time, 11.2 The members of the Association shall elect the board. A formal nomination process will be followed for each board, which will then be voted on at the annual general meeting (AGM), physically or by proxy. 11.3. Ifat any time during the tenure of a board, less than four board members remain or it is no longer in compliance with clause 11.8 as a result of resignations, repeated absence of board members, or for any other reason, the remaining board members shall informally canvas among the membership to ascertain who is interested in joining the board. Remaining board members will then elect additional board members to fill the outstanding board posts. Selections should be made where possible to ensure that a representative balance continues on the board. Page 5 or 12 DFA Consttuton 2014 DFA 3 eT114 1s 116 17 118 1.9 11.10 a The board shall elect its own chairperson, vice chairperson and treasurer. Should any of these office-bearers resign during his/her term; the board will appoint a replacement from within the board. These three persons shall not be connected in relation to each other and will accept the fiduciary responsibility for the organisation While board members can serve terms for longer than one year, if re-elected, the chairperson may not serve longer than two years as chair. ‘A person may be elected again as a chairperson only after he/she has not held that office for two years. ‘A deputy chairperson may be elected chairperson in the following year of office. ‘Aminimum of two board members will be from the Southern Region of South Africa and a minimum of two board members will be from the Northern Region of South ‘Africa, provided such members stand for election in these regions. Additionally if there are more than 5 paid up members from any other region of South Africa, and members stand for election in this area, there should be at least one board member from that Region. There will be no more than six board members from any particular province on the initial board as elected at the AGM. ‘The elected board Is to draw up and implement a business plan. The elected board is to report back to the members and the industry on the achievements of the Association's objectives. Board Members who, without excuse, absent themselves from three board meetings, shall automatically forfeit their membership to the Board. The Board may then co-opt a suitable DFA member to take such Board member's place 12 Board Meetings 124 12.2 123 24 125 Page 6 or 12 The board must meet at least quarterly. Such meetings may be by telephone conference, videoconference or similar means of virtual conference. The administrator or the board member acting as administrator must give written notice of meetings together with the agenda to board members on the instruction of the chairperson. Such written notice must be issued at least one month in advance of the meeting, unless the chairperson decides that there are grounds for calling a meeting at shorter notice. ‘The chairperson must preside over all meetings. In the event of the chairperson being absent, the deputy chairperson must preside. If there is no deputy chairperson at the meeting, then the board must appoint one of the board members to preside. ‘A quorum shall be comprised of any board members present at a meeting where at least one month’s notice has been given of such meeting. If such notice was not possible then any four board members will constitute a quorum. The decision of the majority of the board members present at a meeting will constitute the decision of the Association, save in circumstances involving a decision to amend this Constitution, where a two-thirds majority is required. Any such ‘amendments to this Constitution must also be ratified by a majority of the members present at the following annual general meeting. DFA Constitution 2014 DFA126 12.7 127 128 Voting for decisions to be made will take place by a show of hands. Non-attending board members may vote by proxy. ‘A decision taken at a meeting cannot be rendered invalid due to a vacancy or non- attendance, nor due to an unauthorised person attending a meeting as long as such person did not cast a vote, which was counted. Itis the duty of the administrator, or failing the appointment of an administrator the board member acting as administrator, to ensure that proper minutes of all meetings of the Association are taken, made and retained. Such minutes must be distributed to all board members within three days of any meeting for ratification, and made available on request by any member of the Association. ‘A summary report of the actions and decisions of the board taken at any board meeting must be distributed to all members within one week of the meeting as a “Quarterly Update.” 13° Annual General Meeting Ba 1B2 13.3 134 135 136 137 13.8 139 Page 7 or 12 Every year, within 30 days of the anniversary of the inauguration of the Association, the board shall call an annual general meeting (AGM) of all members. ‘At least 20 days in advance of the AGM the administrator, or board member acting as administrator, must publish an up-to-date and accurate list of paid-up members to all other paid-up members. ‘This list will be distributed with a nomination form, requesting interested members to nominate from the paid-up membership. It will be possible to nominate oneself, provided one is a paid-up member. Should there be any question about the accuracy of this list by any member, the board will call an urgent meeting to verify the accuracy of the list, and may postpone the AGM for a maximum of 30 days until the accuracy of the list can be verified. Nominations will be due 10 days prior to the AGM, and must be submitted to the acting administrator, who will confirm that all nominees are prepared to stand, and will compile a ballot paper. Members of the current board who are eligible and prepared to stand for a further year will automatically appear on the ballot paper. Ballot papers will be distributed to all paid-up members at least 7 days in advance of the AGM, who may then vote by formal and written proxy or physically attend the AGM. Provided notice was given to all members of the AGM in the manner required in this Constitution, any number of members attending either physically or by formal proxy shall constitute a quorum. The Association should deal with the following business, at minimum, at its AGM: 13.9.1 Agree to the items discussed on the agenda; 13.9.2 Record who is in attendance and who has sent apologi 13.9.3. Read and confirm previous meeting's minutes and what has happened in regard to issues raised; DFA Constitution 2014 DFA or i13.9.4 The board, including the Chairperson and Treasurer, will deliver the annual report, which shall cover a review of activities and the financial statements. 13.9.5. Invite any changes to the Constitution that any member wishes to propose. 13.9.6 Alll current board members shall then stand down. Any board member may thereafter only make him/herself available for re-election as described above, 13.9.7. Voting for new office bearers shall be by show of hands or secret ballot if so preferred by the majority present at the AGM. 13.9.8. Introduction of new office bearers; 13.9.9. Discussion and acting on general business. 14 Committees 14.1 a2 at 14.2 143 The Association may, if required, convene special committees to execute its objectives in specific areas. All committees shall consist of volunteer members who may or may not be board members. Each committee shall elect its own office-bearers. Each com shall sit until the board requires the committee to years. shall act according to a brief from the board of the Association, and issolve or for a maximum of two All committees shall jointly, along with the board, determine the budgets of the ‘committees in fulfilling their mandates and the methods the Association will employ to reimburse the committees. 15 Conduct of Board Members 15.1 15.2 15.3 15.4 Page 8 or 12 Board members must perform their functions in good faith, giving full effect to the obligations of the Association and its objectives. Board members are to abstain from any conduct, interests, etc, that may conflict with the interests of the Association. If on record a board member makes any statement that may conflict with the overall view of the Association at that time, the board member must make it clear that such statement is personal or on behalf of his/her company, and in no way on behalf of the Association. The chair, vice chair, any other board member, or appointed administrator so mandated by the board, may speak or communicate on behalf of the Association, within the scope allowed by this Constitution, Board members understand that as part of their election to the board, they assume accountability over the fiduciary, ethical and regulatory issues of the Association from the time they take office, until the time they hand over to the next board. While in practical terms a new board may in the course of its work complete issues from a previous board in good faith, a board may not “inherit” any such unresolved obligations from a previous board, and the previous board will be responsible until such obligations are resolved to the satisfaction of the new board. DFA Constitution 2014 DFA qe16 Removal of Board Members and Office Bearers 16.1 ‘A majority vote by the board of the Association may remove a board member or office bearer from his/her post: ren request of the office bearer who wants to resign; 16.1.1 on the wi 16.1.2. for serious misconduct based on the Association’s code of conduct; 16.1.3 if the office bearer has ceased to exist; 16.1.4 if the office bearer has significantly and in a continuing way failed in their duties despite two written warnings; 16.1.5 for engaging in activity that clearly undermines the integrity of the Association, 16.1.6 Any office bearer removed or suspended under this section shall have the right to appeal through procedures delineated in section 18: “Dispute Resolution.” 17 Administrator wa w2 173 ‘The board shall have the power to contract an administrator to implement the business plan and the objectives of the Association as instructed by the board. Such contract will last for at maximum the duration of the term of the current board, plus ‘one month. The incoming board may decide within the first month whether to renew the contract or to replace the administrator with a new administrator on a similar contract, At no point may a board appoint any administrator in a full-time capacity or for a period of more than one month after its tenure, as this would place an HR burden on the incoming board. Such authority also includes any assistance or support required by the administrator by way of contracted personnel, equipment, accommodation or supplies. No contract beyond the tenure of any board’s operation may be agreed to by an ‘outgoing board, and no debt may be incurred that cannot be fully recouped prior to the end of the tenure of the board. In circumstances where such long-term contractual obligation does take place for good reason, the outgoing board must make any potential new board (nominated board) aware of such obligations in writing prior to the formal election of such board at the AGM, and the incoming board much sign acceptance of such obligation. The board will define the duties, responsibilities and accountabilities of all contractors. 18 Dispute Resolution 18.1 18.2 18.3 18.4 Page 9 or 12 ‘Any person involved in a dispute concerning the application or interpretation of this Constitution must refer the dispute in writing to the chair of the board at that time. The administrator of the Association must serve copies of such referral to the chairperson and the board members. The administrator must refer the dispute to arbitration within 30 days of the referral to an arbitrator appointed by the Association to resolve the dispute. If the person bringing the dispute believes that the concern relates directly to the chair or the administrator or the board member acting as administrator, then the DFA Constitution 2014 DFAperson bringing the dispute may bring the matter to the attention of any board member; that board member may call an extraordinary meeting of the board at which applicable evidence may be presented; in that case the chair and/or if applicable the board member acting as administrator and/or the administrator him/herself will excuse him/herself from the meeting. Such meeting will, based on the severity of the issue, also require an independent arbitrator to be present. 19 Finances of the Association 19.1 The Association shall be financed from: membership fees collected from members; grants from interested parties within the industry; grants from government departments; grants from foreign organisations; donations and bequests; monies received from any other legal source; income earned from surplus money deposited or investe income earned from services rendered. The entity is required to ultilise substantially the whole of its funds for the sole or principle object for which it has been established 19.2 Any money received by the Association must be managed and accounted for annually to the annual general meeting. 19.3 A treasurer shall be appointed by the board to be accountable to ensure the fiduciary responsibilities of the Association including overseeing an audit and checking on the finances of the organization. 19.4 The treasurer's job is to control the day-to-day finances of the Association. The treasurer shall arrange for all funds to be put into a bank account in the name of the Association. The treasurer must also keep proper records of al the finances. 19.5 The financial year of the Association ends on March 31st. 19.6 If the Association has funds that can be invested, the funds may only be invested With registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984. Or the Association can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985. 19.7 The Association can go to different banks to seek advice on the best way to mange its funds. 19.8 The Association may at no point loan funds from a bank, or operate on credit, unless a board member willingly stands as personal surety for such a loan. 19.9 No activity within the DFA may directly or indirectly promote the economic self- interest of any fiduciary or employee of the organisation other than by way of reasonable remuneration. No excessive remuneration, as defined in the Fourth Schedule of the Act, will be paid to any employee, office bearer, member or other person, but remuneration will be based on what is generally considered reasonable page 10012 DFA Constation 2014 DFA iat19.10 in the sector and in relation to the service rendered, and may not economically benefit any person in a manner not consistent with its objects. The organisation will comply with such reporting requirements as may be determined by the Commissioner from time to time. 20 Incomeand Property 20.1 20.2 20.3 20.4 The Association will keep a record of everything it owns. The Association may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for work that a member or office bearer has done for the Association. The payment must be a reasonable amount for the work that has been done. ‘A member of the Association can only get money back from the Association for expenses that he or she has paid for on behalf of the Association, Members or office bearers of the Association do not have rights over things that belong to the Association solely by virtue of their being members or office bearers. 21 Dissolution of the Association 214 21.2 213 ‘The Association may only be dissolved: 21.1.1 with the agreement of 75% of all members at a special meeting of members; vote by proxy may be used should members be unable to attend; 21.1.2. ifthe Association has no funds to meet its expected mandate; 21.1.3. ifthe Association has less than 8 paid up members at ay time. The first thing the Association must do on dissolving is pay off all its debts. If the association is to be dissolved by resolution, or for whatever reason the association is unable to continue to function, a liquidator must be appointed. Upon the winding up or liquidation or within six months from the withdrawal of its tax ‘exemption, the DFA undertakes to transfer its assets remaining after the satisfaction of its liabilities to the South African Screen Federation (SASFED), NPO registration number 052-633, another entity with similar objects and which is approved in terms of section 10(1)(d) ((it) or (iv) of the Income Tax Act, 19. 22 Process of Amending the Constitution 24 22.2 22.3 22.8 Page 11 or 12 ‘The administrator must send copies of any proposed amendment together with the agenda for the meeting. ‘There must be at least 30 days notice of a meeting at which an amendment of the Constitution is to be considered. ‘The provisions of this Constitution may be amended only by the decision of at least ‘two-thirds of the members present at a quorate meeting of the Association. ‘The persons contemplated in paragraph 11.4 will submit any amendment of the constitution or written instrument of the entity to the Commissioner within 30 days of its amendment DFA Constitution 2014 DFA23 Membership Fees 23.1 23.2 233 235 Membership fees will be decided by the board on an annual basis. Membership fees will be invoice annually by the incoming board to all members then inherited by such new board. Membership will fall due by 01 July at which time unpaid members will no longer qualify as members of the organisation. Membership fees must be invoiced on proper DFA stationary in a legal format, reflecting the NPO number of the DFA. All Renewing (no matter what time of year they renew), as well as New members who pay after 01 July and before 31 December of a year will pay 100% of the annual. membership fee, and their membership will expire again at 01 July of the following year. New (first time) members who join and pay after 01 January of a year and before 01 July will pay 50% of the annual membership fee, but their membership will still ‘expire by 01 July of that year, at which time they will need to renew again, 24 Official Service Address of the Documentary Filmmakers’ Association ‘The official address of the DFA shall be: Postal: P.O. Box 1330, Fontainebleau, 2032, South Africa Physical: 125 3" Street, Linden, Johannesburg, 2195, South Africa Originally signed by the Interim Board of the DFA and adopted on the 20" day of May 2006 at Johannesburg / Pretoria, South Africa. Formally amended at the 2008 AGM on the 19" of June 2008 and re-signed by the 2008/9 Board of the Documentary Filmmakers Association in Cape Town and Johannesburg in October 2008, and on 30 July 2014. Chairperson: —— Date 1f 08. 2ol¢ Page 12 or 12 DFA Constitution 2014 DFA