The Constitution of the Association of Radio Maria Malawi
1. NAME
The name of The Association shall be the Association of RADIO MARIA MALAWI hereafter referred to as the Association, whose Postal Box shall be, 408, Mangochi, Malawi.
2. MANAGEMENT
The Management of the Association shall be through an elected Board of Directors and the General Meeting of members.
3. OBJECTS AND AIMS
The objectives and aims of the Association shall be the following:
to promote religious, cultural, ethnic, economic, and social programs through radio broadcasting, the press, publications and periodicals (Electronic and print media), all self produced or produced and obtained from third parties.
to promote the dissemination of the Gospel messages of joy and hope, for all the people and in particular for the family, the sick and the lonely in accordance with the teachings of the Roman Catholic Church.
4. BOARD OF DIRECTORS
(a) The Board of Directors shall consist of not less than three members and not more than five members including those who may be coopted.
(b) The members of the Board of Directors shall be elected by a General Meeting of the members.
The Board shall elect the Chairperson, The Treasurer and The Secretary among its members.
(d) The Board may in addition appoint not more than two co-opted members but so that no one may be appointed as a co-opted member if, as a result, more than one third of the members of the board will be co-opted members. Each appointment of a co-opted member shall be made at an extraordinary meeting of the Board called under clause 7 (a) and shall take effect from end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
(e) The members of the Board shall discharge the functions of the Board on voluntary basis and without any remuneration or any other benefits.
5. THE FUNCTIONS, POWERS AND DUTIES OF THE BOARD OF DIRECTORS
(a) To implement and supervise the implementation of the decisions taken at each General Meeting.
(b) To carry out any other function which the Board deems necessary for the benefit of the Association.
(c) To meet at least once every month and at other times when requested by the Chairperson.
(d) To care of the ordinary day to day business of the Association, including the employment and dismissal of people.
(e) To formulate and review policies of the Association.
(f) To initiate and coordinate fund raising activities.
(g) To receive and invite donations, bequests, legacies and grants.
(h) To recommend projects and programs to be implemented by the Association.
(i) To appoint and terminate appointments of members of the Senior Management e.g Radio Station Manager, Chief Technician, Accountant, Sound Engineer, Librarian, Chief Announcer and Secretary.
(j) To support the secretariat of the Association.
(k) To convene meetings with Senior Management.
(l) To carry out and determine any other function which the Board deems necessary for the benefit of the Association.
6. THE DUTIES OF THE OFFICE BEARERS OF THE BOARD OF DIRECTORS
(a) Chairperson
(i) The chairperson shall convene and preside over the meetings of the Board of Directors and the General Meeting.
(ii) The chairperson shall represent the Association in all Legal Administrative matters.
(iii) The chairperson shall be responsible for ensuring that the Board of Directors implements the decisions, directives and resolutions of both the Board of Directors and the General Meeting.
(iv) The chairperson shall have a casting vote in case of a tie in addition to his own vote as a member.
(v) In case of emergency the chairperson may exercise the powers of the Board, which must be ratified by the Board at its first meeting thereafter.
(b) Treasurer
(i) The treasurer shall be responsible for the administration of the finances of the Association
(ii) He shall receive all moneys on behalf of the Association.
(iii) The treasurer shall be the adviser of the Board of Directors on financial affairs of the Association.
(iv) The treasurer shall on behalf of the Board of Directors, undertake a periodic review of the financial transactions and report on the Association’s financial status.
(v) The treasurer shall on the basis of audited accounts of the Association prepare and present a financial report at the Annual General Meeting.
(vi) The treasurer shall ensure that all books of accounts of the association are well maintained and are up to date.
7. MEETINGS OF THE BOARD
(a) The Board of Directors shall hold ordinary meetings every month every year. An extraordinary meeting may be called at any time by the chairperson or by any two members of the Board of Directors upon not less than 4 (four) days notice being given to the other members of the Board of Directors of the matters to be discussed but if the matter involves the appointment of a co-opted member then not less than 21 (twenty-one) days notice must be given.
(b) The Chairperson shall preside over meetings of the Board of Directors. If the Chairperson is absent from any meeting, the members present shall choose one of their number to be chairperson of the meeting before any other business is transacted.
(c) There shall be a quorum when at least three of the members of the Board are present.
(d) Every matter shall be determined by either consensus or, if necessary, by votes of the members of the Board present and voting on the question but in the case of a tie of votes the Chairperson of the meeting shall have a second or casting vote.
(e) The Board shall keep minutes, signed by the chairperson and the secretary, in books kept for the purpose of the proceedings at meetings of the Board of Directors and any of its sub- committees.
(f) The Board of Directors may from time to time make and alter rules of the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this Constitution.
(g) The Board of Directors may appoint one or more sub-committees consisting of not less than three members of the Board of Directors for the purpose of making an inquiry or supervising or performing any function or duty which in the opinion of the Board of Directors would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Board of Directors.
(h) All charges of members of the Board of Directors are without financial compensation.
8. TERM OF OFFICE OF DIRECTORS
The Directors shall hold office for a term of three years and may make themselves available for re- appointment.
Provided that they shall cease to be Directors upon
(a) death;
(b) voluntary resignation; or
(c) removal for:-
(i) unbecoming conduct inconsistent with the objectives of the Association.
(ii) three consecutive absenteeisms without good or valid grounds.
9. VACANCIES IN BOARD OF DIRECTORS
Where a vacancy arises in the number of Directors, any such vacancy shall be filled by appointment by the remaining Directors after recommendations from the Board Chair.
10.. NON-PROFIT MAKING
The Association shall be non-profit making and shall carry on its operations without pecuniary gain to its members or directors. Any profits or other accreditations to the Association are to be used in promoting the objectives of the Association.
11. MEMBERSHIP
Membership in the Association shall be voluntary and shall be open to any person who is interested in furthering the objectives of the Association.
Natural persons are members, if their application for membership is:
Accepted by the Board of Directors and
Validated by the General Meeting, and
If upon admission they pay their annual subscription set by the Board of Directors yearly.
Members who have not submitted their resignation by the 31st of December of each year shall be considered members for the following year.
Membership of the Association entitles a member the privilege, but not the right, to use the Association’s facilities and to participate in the radio broadcasts and to otherwise contribute to the attainment of the Association’s objects.
Membership of the Association shall not be transferable or assignable.
A member may be required to resign by a vote of three quarters of the members at any General Meeting or at any Extraordinary Meeting duly constituted for such purpose: Provided that the individual concerned shall have the right to be heard by the Board of Directors or any other body which may be constituted for that purpose.
A member ceases to be a member upon death, resignation, non-payment of the annual subscription and if found guilty of a misconduct. The Board of Directors shall declare a defaulting member, while unworthy conduct shall be determined by the General Meeting.
12 THE GENERAL MEETING
There shall be a General Meeting of the Association comprising all registered members and all members of the Board of Directors.
13. THE FUNCTIONS AND DUTIES OF THE GENERAL MEETING
The General Meeting shall be the Supreme Authority of the Association and its functions shall include:
(a) to approve general policies for the activities of the Association
(b) to elect members of the Board of Directors
(c) to approve amendments and modifications to the Constitutions
(d) to approve the (passed and future) budget of the Association
(e) to appoint Auditors
(f) to remove from membership persons for unworthy conduct
(g) to resolve on any other issues put to it by the Board of Directors
(h) to resolve on anything else that may be requested by law or by this Constitution.
14. ANNUAL ORDINARY GENERAL MEETING
(a) All the members shall be convened by the Board of Directors to attend the General Meeting at least once a year, by June 30th, by a written notice mailed to each member, setting out the agenda, the venue, the date and the time of the meeting, at least 15 days before the date set for it. The General Meeting should also be called whenever at least two-tenth (2/10) of the members so request. The General Meeting may also be convened in a place other than the registered office, provided that it is in Malawi.
(b) The Secretary shall give at least 30 (thirty) days’ notice of the annual ordinary general meeting to all members of the Association. The notice shall be accompanied by the Agenda and all relevant documents of such meeting. All the members of the association shall be entitled to attend and vote at the meeting.
(c) The Board of Directors at each Annual Ordinary General Meeting shall present the report and accounts of the association for the preceding year.
(d) Nominations for election to the Board of Directors, when due, must be made by members of the association in writing and must be in the hands of the secretary of the General Meeting at least 14 days before the ordinary annual general meeting. Should nominations exceed vacancies, election shall be by secret ballot.
(e) The Secretary or other person specially appointed by the Board of Directors shall keep a full record of proceedings at every meeting of the Association.
(f) All the members who have paid their subscription may attend and address the annual general meeting. Members may be represented by written proxy given to other members, even if they are members of the Board of Directors. Every member may only represent a maximum of two members by proxy.
(g) It is up to the Chairperson of the Annual General Meeting to verify the credentials and proxies and the right of anyone to attend the General Meeting. And he generally has the right to intervention.
15. EXTRAORDINARY GENERAL MEETING:
The Chairperson or the Board of Directors may call for an Extraordinary General meeting of the association at any time. The Board of Directors may call for an Extraordinary General meeting if at least (20) twenty paid up members request in writing stating the nature of business to be considered.
The Extraordinary General Meeting shall resolve on:
(i) Amendments to the Memorandum of the Association and the Constitution
(ii) The winding up of the Association
(iii) Any other decision which can not wait for the Annual Ordinary General Meeting.
16. NOTICES OF MEETING OF THE ASSOCIATION:
Thirty days notice in writing shall be given for the Annual General Meeting whilst fourteen (14) days shall be given for the extraordinary general meeting.
The notice shall be accompanied by the Agenda and any relevant papers of such meetings.
17. QUORUM
When called for the first time, the Ordinary General Meeting requires a quorum of at least one-half of the membership, and resolutions shall be validly carried by a majority vote of those present. When convened for the second time the meeting is valid whatever the number of persons present, and resolutions shall be carried with the majority vote of those present.
When the Extraordinary General Meeting is first convened, it shall require a quorum of at least two-thirds of the members, and resolutions shall be carried with the majority vote of those present. When convened for the second time the quorum shall be at least one-half of the members, and resolutions shall be carried with a favourable vote of the majority of the members present. If the purpose of the meeting is to wind up the Association, it shall require at least 80% of the members to be present and the vote shall require a majority of those present, both when first convened and when convened subsequently. At least one day must pass between being convened for the first and the second time.
18. VOTING
Except for the purpose of electing members of the Board of Directors voting shall be by secret ballot and a simple majority determining the result. Voting to resolve and decide upon proposals and resolutions shall be by show of hands.
19. FINANCES AND AUDIT
(a) All the funds of the Association, including all donations, contributions and bequests shall be paid into a bank account of the association at such a bank as the Board of Directors shall from time to time decide.
(b) The signatories to a bank account shall be the Chairperson, the Director of programs and the Treasurer.
(c) The annual accounts and the financial management shall be audited by a reputable practice of audit of accountant appointed at the meeting of the General Meeting.
(d) The financial year shall finish on the 31st of December each year. Within one month by the end of the exercise, the final balance will be arranged by the Board of Directors.
20. THE DISCIPLINARY COMMITTEE
The disciplinary Committee comprises three persons who are not members of the Association elected by the General Meeting of members, who shall remain in office for three years, and may be re-elected. No remuneration is due to them. The Disciplinary Committee shall resolve on all the issues relating to discipline or regulations, on the basis of equity, and shall settle all disputes between members in relation to the Association, disputes between members and the Association which have been submitted to the Board of Directors or by the majority of the General Meeting of members. The decisions of the Disciplinary Committee shall be taken by the majority of its members. The three members of the disciplinary committee should be chosen with the utmost care. They should be skilled, trustworthy, respectable and morally independent persons.
21. AMENDMENTS
(a) An Amendment to this constitution may be proposed by any paid up member.
(b) An amendment shall be submitted to the Board of Directors in due time before the meeting.
(c) An Amendment must be passed by the General Meeting by a majority vote of two thirds (2/3) of the members present.
22. INTERPRETATION
In the event of the dispute on the interpretation, the Board of Directors’ ruling shall be adhered to until the determination of the matter by the General Meeting.
23. ASSETS OF THE ASSOCIATION
The assets of the association comprise:
The moveable and immoveable assets which become the property of the Association;
Any reserves set up from budgetary surpluses;
Contributions, donations and legacies, bequeaths;
24. DISSOLUTIONS
The dissolution of the Association shall be decided at the General Meeting by four fifth (4/5) of the votes. It shall appoint one or more liquidators, establishing their power and giving all the assets to the World Family of Radio Maria or, if this is impossible, to other entities having similar purposes within the Catholic Church.
Approved on Tuesday, December 19, 2000
