FAIR Constitution

Constitution of the Forum for African Investigative Reporters

1. PREAMBLE

1.1.  F.A.I.R. is an independent pan-African network of investigative journalists committed to promoting   effective, ethical and original reporting that moves beyond a simplistic focus on ‘corrupt’ individuals in favour of a more systematic and contextualised exposure of corruption, exploitation, and other social-justice issues.

Recognising that investigative reporting in Africa is often fragmented and one dimensional, F.A.I.R. will attempt to bridge Africa’s physical and psychological borders by linking journalists across the continent and encouraging co-operation on multi-national, multi-disciplinary investigations.
F.A.I.R. will seek to achieve these objectives by facilitating an exchange of ideas and resources, by channelling support and technical advice, by promoting dialogue between journalists within Africa and elsewhere in the world, by facilitating access to information resources that can enhance the quality of African investigative journalism, and by promoting the highest professional standards, free from ideological and partisan pressures.

2. NAME

The Forum shall be known as the Forum for African Investigative Reporters (F.A.I.R.).

3. LEGAL PERSONALITY

The Forum shall be a juristic person with perpetual succession capable of acquiring and disposing of rights (including the right to moveable and immovable property), of incurring obligations, of entering into legal transactions and of suing and being sued in its own name. The Forum shall be a non-profit entity in that it is not being formed in order to personally enrich any of its members.

4. AIMS AND OBJECTIVES

The principal objectives of the Forum shall be:
4.1. To promote the interests of African investigative journalists in the written, visual or broadcast media
4.2. To foster solidarity and excellence among African investigative journalists, and to promote cooperation in all matters of common concern
4.3. To stimulate professional standards and ethical conduct in both African investigative journalists and their media employers
4.4. To provide information that will help African investigative journalists negotiate better work conditions, institutional support, and more favourable employment contracts
4.5. To provide a forum for the dissemination of information useful to African investigative journalists
4.6. To serve as the collective voice of African investigative journalists in the global arena
4.7 To build investigative journalism as a profession in all sectors of African society and to establish investigative journalism as a realistic career choice for African journalists

5. POWERS

With a view to achieving the aims and objectives as set out in Clause 3 above, the Forum shall be empowered to:
5.1. Set up and maintain a website and related discussion forums for posting relevant information
5.2. Establish and manage a database of members, outlining their skills and contact details
5.3. Issue membership cards valid for one calendar year
5.4. Investigate and recommend guidelines for African investigative journalists with regard to such issues as best practise, ethical codes, research & amp; reporting techniques, copyright agreements, employment contracts, training standards, and other matters impacting on the profession
5.5. Draw up and publicise a regularly updated scale of recommended minimum payment rates for African investigative journalists who conduct research or reportage for non-African media
5.6. Liaise with similar professional bodies, locally and internationally, to ensure that appropriate industry standards are set and maintained
5.7. Lobby and issue media statements on issues that impact on members’ interests
5.8 Professionally support members by informing them about training and skills enhancement opportunities, workshops and conferences as well as support services provided by reputable institutions in the field of funding, legal advice, trauma counselling and other assistance which may be needed professionally by investigative journalists
5.9 Facilitate access to information resources in Africa and internationally

6. MEMBERSHIP

6.1. Membership shall be open to any person in Africa who is engaged in investigative journalism and has a reputation and published track record consistent with a high standard of work. Such a person may work in the print, electronic or digital fields, including newspapers, magazines, newsletters, business reports, radio, television and the World Wide Web.
6.2. Membership shall, however, be at the discretion of the Forum’s Management Committee, and shall be considered only after recommendation by an existing member in good standing.
6.3. The Management Committee referred to above shall be constituted in accordance with Clause 7 of this Constitution and shall have the discretion to:
6.3.1. Determine the procedure for applications for admission of new members, subject to the following: prospective members shall be proposed and seconded by a Forum member in good standing;
6.3.2. Admit on such terms as it may determine, any professional, associate, academic, student, institutional or Forum member;
6.3.3. Expel any member subject to the right of any such expelled party to appeal the decision. Such appeal shall be decided by a majority of the members of the Executive Board.
6.3.4. Delegates who attended the founding meeting in May 2003 are automatically members on payment of the annual subscription fee and completion of the membership application form.
6.4. Forum membership categories shall be determined as follows:
6.4.1. Professional Members: Working investigative journalists based in Africa, or reporting for Africa-based media. Such members shall have full voting rights and qualify for Forum membership cards.
6.4.2. Associate Members: Non-African investigative journalists, who nevertheless have a genuine interest in the continent and in helping develop African investigative journalism as a profession. Such members will not be eligible to vote or to qualify for Forum membership cards, but may be co-opted onto Forum committees from time to time.
6.4.3. Academic Members: Media academics and trainers with a demonstratable interest in developing investigative journalism on the African continent. Such members will not be eligible to vote or to qualify for Forum membership cards, but may be co-opted onto Forum committees from time to time.
6.4.4. Student Members: Student journalists who have a genuine interest in the continent and in helping develop African investigative journalism as a profession. Such members will not be eligible to vote or to qualify for Forum membership cards, but may be co-opted onto Forum committees from time to time.
6.4.5. Partner Members: Institutional bodies or Forums that seek to improve the standard of African journalism and the professional status of investigative journalists, either through professional support or funding programmes. Such members will not be eligible to vote or to qualify for Forum membership cards, but may be co-opted onto Forum committees from time to time.
6.5. Membership shall be voluntary and members shall belong to the Forum in their individual capacity.
6.6. The members will pay annual membership fees. The amount to be paid and renewal deadline will be determined by the Board from time to time.
6.7. If any member shall fail to pay the appropriate subscription for a period of two months after it has fallen due, the membership shall automatically lapse without prejudice to the members’ right to apply for re-admission on payment of the subscription fee.
6.8. Any member may resign at any time in writing.
6.9. Any member deemed by the Executive Committee to have brought the Forum into disrepute shall be sent a written notification requesting his/her resignation. If the member wishes to take the decision on appeal to the Board he/she must do so in writing within 14 days of receipt of the notification.
6.10. The liability of any member for the obligations of the Forum shall be limited to the amount of any subscription that may be due and owing at the time that the obligation of the Forum arose, and the members shall not become liable for any of the obligations or liabilities of the Forum solely by virtue of their status as members of the organisation.

7. STRUCTURE

The Forum shall comprise a single pan-African body. The primary and most senior decision-making body shall be the members of the Board at the annual general meeting. The structures of the Forum as set out below shall implement the policy made at any annual general meeting, in accordance with the powers set out below.

The structures of the Forum shall include a Board, an Executive Committee, and various Sub-Committees. The primary decision-making body shall be the Executive Committee. However, all decisions affecting policy shall be required to be ratified by the Board.

The structure of the Forum as set out below shall implement policy in accordance with their powers.

7.1. The Board:

7.1.1. The Board will be elected from the general membership at an annual general meeting of the Forum. The members elected to the Board shall hold office for one year, and shall be eligible for re-election.
7.1.2. In electing members of the Board it is a requirement that they reflect the constituent elements of the Forum’s pan-African nature. However, not withstanding this requirement, in the event that it is impossible to reflect each of the constituent elements, the membership of the Board shall reflect the constituent elements as closely as is possible in the circumstances.
7.1.3. The Board shall meet online not less than four times per year. The quorum for any meeting of the Board shall be one half of the Board’s members.
7.1.4. Meetings of the Board shall be summoned by the chairperson, who shall convene additional Board meetings if any five members of the Board request such a meeting in writing.
7.1.5. The Board shall elect from among its members an Executive Committee consisting of a Chairperson, a deputy Chairperson and a secretary / treasurer. Such persons shall be eligible for re-election to these positions if re-elected to the Board.
7.1.6. The Board shall be empowered to appoint individuals or an advisory committee which may include non-members of the Forum to advise it on various matters. Such parties may be invited to attend and participate in Board meetings, but shall not have the right to vote.
7.1.7. The Board shall have the power to appoint an Executive Director who shall assume responsibility for the day to day running of the Forum and who will ex-officio be a member of the Executive Committee.
7.1.8. The Board shall be empowered to appoint representatives of partner and/or funding organisations as ex officio members; these ex officio representatives can attend Board meetings but they shall have no voting rights.
7.1.9. The Board shall, subject to the aforegoing, retain the right to delegate any of its powers to such persons or bodies as it may decide.
7.1.10. The Board shall not distribute any of the Forum’s profits or gains other than in order to achieve the objects for which it has been established. The Forum’s members or office bearers do not have any rights over moneys or properties that belong to the organisation. The Board may not give away any of the Forum’s moneys or properties to its members or office bearers, save on occasions when a member or office bearer has done work for the organisation that merits a fee. The fee must then be a reasonable amount for the work that has been done.
7.1.11. The Board shall ensure that the activities of the Forum are wholly or mainly directed to the furtherance of its principal objects.
7.1.12. The Board shall have the power to dismiss or discipline any employees of the Forum, and may delegate this power to the Executive Director.
7.1.13. The Board shall and is hereby given the right to open a bank account in the name of the Forum. All of the Forum’s financial transactions shall be conducted through the said banking account. The Board is empowered to appoint signatories to the banking account, not necessarily limited to the members of the Board.
7.1.14. The Board shall cause proper accounting records to be kept as are necessary fairly to present the state of affairs and business of the Forum and to explain the transactions and the financial position of the business of the Forum.
The accounting records shall be kept at the main place of business of the Forum or at such other place or places as the Board thinks fit.
7.1.15. The financial year of the organisation ends 31 March each year.

7.2. THE MANAGEMENT COMMITTEE:

7.2.1. The Management Committee will be responsible for the implementation of policy and for the administration of the Forum as referred by the Board.
7.2.2. The Management Committee shall consist of the parties referred to in 7.1.5 above. In the event that the Board appoints an executive director as referred to in 7.1.7 above, such executive director shall automatically be a member of the Management Committee.
7.2.3. The Management Committee shall report on the activities and financial and other affairs of the Forum at the annual general meeting of the Forum.

7.3. SUB-COMMITTEES:

7.3.1. Both the Board and the Management Committee shall be entitled to appoint sub-committees to fulfil various functions as and when the need arises.
7.3.2. The Board has established the following standing sub-committees:
7.3.2.1. Fund raising
7.3.2.2. Ethics & professional standards;
7.3.2.3. Membership services

8. MEETINGS

8.1. The Board shall meet at least once a year to discuss issues requiring pan-African consideration. Such meetings may be conducted by any means possible, including the use of telephonic, video or computer conferencing.
8.2. An Annual General Meeting shall be held at a date and place determined by the Management Committee and shall be open to all Forum members.
8.3. Members shall be given at least three weeks written notice of an Annual General Meeting.
8.4. Notice shall be deemed to have been sufficiently dispatched to a member if sent to the last email, fax or postal address provided by such member to the Secretary. A posted notice shall be deemed to have reached members ten days after the date of posting.
8.5. The business of the Annual General Meeting shall be as follows:
8.5.1. To receive the annual reports of the Board and Executive Committee
8.5.2. To approve and adopt the financial statements
8.5.3. To elect representatives to the Executive Committee for the following year
8.5.4. To deal with any other relevant business
8.6. Special General Meetings shall be convened in the event that the Chairperson of the Management Committee is requested by not less than 20% of the members of the Forum to convene such a meeting. In this event, the Chairperson shall direct the Secretary to convene a Special General Meeting by giving members not less than three weeks notice in writing of the meeting, and the business to be dealt with at the meeting. The Management Committee shall have the power to convene a Special General Meeting at any time on the same notice as set out in this clause.
8.7. The quorum for an Annual General Meeting or a Special General Meeting shall be 20% membership present in person. If no quorum is available at such a meeting, the Chairperson may re-convene the meeting upon another date, and the re-convened meeting, if it so decides, may proceed to transact business even if the requisite quorum is not present.
8.8. Members shall endeavour to reach decisions by consensus, but if this is not possible decisions shall be taken to the vote. In that case, the following shall apply:
8.8.1. All paid-up Full Members of the Association shall be entitled to vote.
8.8.2. Voting shall take place by a show of hands, unless a member who is entitled to vote requests a secret ballot, in which case the Chairperson shall order a poll by secret ballot. The reasonableness of such a request shall be established by the Chairperson.
8.8.3. Each member shall have one vote and decisions, other than as otherwise provided for in this Constitution, shall be taken by way of simple majority.
8.8.4. Members unable to attend an Annual or Special General Meeting may lodge a postal or email vote. Such vote must be received by the Management Committee before the scheduled start of the meeting, accompanied by a written explanation of why the member is unable to attend.

9. AMENDMENTS TO THE CONSTITUTION

Any clause of the Constitution may be altered by a resolution passed by a two-thirds majority of voting members present at an Annual or Special General Meeting, or responding to an electronic ballot, provided that at least three weeks notice specifying the proposed Constitutional changes is given to all members. In addition, the Board shall be entitled to effect alterations to the Constitution to comply with any laws or to enable effect to be given by the Board to the intentions of this Constitution. In the event that an alteration is effected by the Board, such alteration shall be deemed to have been ratified unless it is opposed by a two thirds majority of voting members within ten days of notification to all members of the change in question.

10. DISSOLUTION

10.1. The Forum may be dissolved by a resolution of two thirds of voting members present at an Annual General Meeting or Special General Meeting of the Forum, provided that notice of the proposed resolution is given to all members not less than three weeks before the date of the meetings.
10.2. If a resolution is duly passed for the dissolution of the Forum, or if for any reason the Forum ceases to exist, its assets, after payments of its debts, shall devolve upon such institution decided upon by the Board, provided that the institution shall also be a not-for-profit entity.

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