Constitution of the Independent Producers Organisation of South Africa
formally adopted on: 02 September 1999
formally amended on: 02 January 2003

PREAMBLE

We, independent South African film, television and video producers, recognising the key role that we play in portraying the South African condition to the world, hereby commit our skills and knowledge in underpinning the values of a democratic South Africa and its growing economy, and hereby establish a representative national organisation to protect and promote our specific needs and interests.

The subscribers to this document, being bona fide Independent South African Producers as defined hereafter, by their execution either jointly or severally to this document, agree with each other and with all other members who may at any time hereafter execute identical or amended copies hereof, to support and maintain the Independent Producers’ Organisation of South Africa, under the constitution set forth below and in accordance with the spirit and content of the Constitution of the Republic of South Africa.

NAME OF ORGANISATION

• The name of this organisation is the INDEPENDENT PRODUCERS’ ORGANISATION of SOUTH AFRICA (referred to hereafter as the "organisation").

TYPE OF ORGANISATION

• The organisation shall have perpetual succession and may sue or be sued in its own name.
  
  
• The organisation shall be voluntary.
  
  
• The organisation shall be an association not for gain.
  
  
• The organisation shall have a strict code of conduct (shown at end of document) to which all members shall subscribe.
  
  
• The organisation shall be represented on a national basis.
  
  
• Any income and property of the organisation, however derived, shall be applied solely towards the promotion of its aims and objectives as set out in this constitution or as amended by a General Meeting of the organisation.
  
  
• No portion of the income or property shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise to the members of the organisation, provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or employee of the organisation or to any member thereof in return for any service rendered specifically to the organisation.
  

• Upon its winding up, deregistration or dissolution, the assets of the organisation remaining after the satisfaction of all its liabilities, shall be given or transferred to some other organisation with aims and objectives similar to the organisation’s.
  

• This process and procedure shall be determined by the majority of the members at a General Meeting of the organisation at or before the time of its dissolution.
  

AIMS, OBJECTIVES, SERVICES AND BENEFITS

The organisation shall aim to:

• Represent, promote and protect the specific needs and interests of producers.
  
  
• Represent and promote the economic and cultural interests of the South African film, television, and video production industry locally, continentally and abroad.
  
  
• Develop, support and implement growth strategies for the industry to increase local, continental and international markets.
  
  
• Promote the development and establishment of aspirant and emergent producers and production companies.
  
  
• Overcome historical disparities within the industry, based on race, gender, disability and sexual orientation.
  
  
• Promote the industry for the good of the broader South African economy.
  
  
• Promote a stable and viable industrial environment within the industry.
  
  
• Encourage professionalism and high technical and creative standards in the industry.
  
  
• Keep producers at the forefront of technological, economic and cultural changes.
  
  
• Interact with and create negotiating channels and standard agreements with related industry organisations (e.g. actors’ and crew unions, writers’ and musicians’ guilds, broadcasters, distributors, etc.).
  
  
• Regulate relations between members and employees or trade unions.
  
  
• Promote health and safety standards for the industry.
  
  
• Play a key role in education, training and enhancement of skills within the industry.
  
  
• Inform and enlighten non-industry organisations (e.g. educational institutions, government bodies, financial institutions, etc.) about the industry.
  
  
• The Organisation shall actively strive to serve its members’ interests in the following areas:
  

• Representation
  This shall include formal representation, negotiation and informal lobbying.
  
  
• Services
  Services offered may include workshops, legal and business clinics, seminars, publications, industrial relations, and other services in the interests of members.
  
  
• Communication
  The organisation shall serve as a central communication network between members and other stakeholders in the industry.

MEMBERSHIP

Categories
A bona fide producer, or an aspiring producer, shall qualify for membership of the organisation in one of the following categories:

• Producer Member

A producer member shall be an independent legal entity (e.g. company, close corporation, partnership) principally engaged in, or pursuing the business of producing in the South African film, television, commercial, video or multi-media production industry, and formally carries ultimate responsibility for his/her/its productions; and which has a production history (i.e. has actually produced a finished product).

Legal entities shall nominate one representative from that legal entity. The nominated representative does not qualify for any (other) membership category.

• Individual Member

An individual member is an individual employed as an "in-house" producer by another independent producer or production company or a “free-lance” producer or “line producer”, employed from time to time as a producer.

Any number of individual members who are employed by an independent producer or production company, and who are bona fide producers, shall qualify for membership in this category.

No person employed (not contracted or commissioned) by a broadcaster on a full-time basis will qualify for individual membership.

• Honorary Member
  
  An honorary member is an individual who, on the basis of his/her contribution to the industry as a producer, is invited by the membership to join the organisation in this category.
  
  
• Introductory Member

An introductory member is a “new producer” (an individual or legal entity) who has not yet produced in the in the South African film, television, commercial, video or multi-media production industry.

• Associate Member

An independent individual who is actively involved in the local production industry but who is not principally engaged in or pursuing the business of producing and therefore only produces, or pursues the business of producing on an ad-hoc basis (e.g. line producers, directors, editors, writers); or working in a related industry discipline; or an individual who is employed (not contracted or commissioned) as an “in-house” producer by a broadcaster.

• Student Member

An individual who is studying or undergoing training with a registered training institution.

• Affiliate member

An organisation or company which is engaged in or provides services and/or facilities for the South African film, television, commercial, video or multi-media production industry.

• Patron Member

A patron member is an individual or legal entity who seeks association with the organisation on the basis of promoting its aims and objectives and of donating goods and/or services and/or funds to an amount or value determined by the Executive Committee from time to time and as ratified by a following General Meeting.

APPLICATIONS FOR MEMBERSHIP

• Applications for admission or readmission to membership shall be lodged in writing.

• The membership committee shall consider every application for membership within six weeks of receipt thereof by the Secretary.

• The decision of the membership committee must be verified by the Executive Committee.

• A successful applicant will be admitted as a member upon acceptance of this constitution and payment of the membership fees.

• An applicant to whom admission to membership is refused shall be provided with reasons for such refusal.

• If admission to membership is refused by the Executive Committee the applicant concerned shall have a right of appeal to the next General Meeting of the organisation, which shall have the power to confirm or reverse the decision of the Executive Committee. Such an appeal shall be in writing and shall be submitted to the Secretary at least two weeks before the General Meeting of the organisation. The General Meeting’s decision shall be final.

MEMBERS' POWERS

• A producer member will have three votes at any General Meeting or during any elections of the organisation.

• Individual, introductory, affiliate, associate, patron and honorary members will have one vote at any General Meeting or during any elections of the organisation.

• Student members will have no vote at any General Meeting or during any elections of the organisation.

• On being accepted, a member shall be immediately required to pay the applicable annual subscription fee for the year, in advance to the Secretary. A General Meeting shall determine this subscription fee periodically.

TERMINATION OF MEMBERSHIP

• A member may resign by giving two months’ notice in writing to the Secretary, provided that no resignation shall take effect until all moneys due to the organisation by the member concerned have been paid.

• Any member failing to pay his/her/its annual subscription within a period of three months of this payment failing due can be excluded from membership with immediate effect at the discretion of the membership committee.

• Such person shall, however, be liable for all moneys due to the organisation as at the date on which he/she ceases to be a member of the organisation.

• Membership shall also cease in the event of a member dying (if an individual), resigning, and being placed into liquidation or ceasing to be eligible for membership in terms of this constitution and/or the organisations’ Code of Conduct.

• No refunds of any membership fees shall be made upon termination of membership for any reason whatsoever.

DISCIPLINE OF MEMBERS

• A member may be suspended, fined or expelled as may be determined by the Executive Committee:
  
  
  • If he/she fails within 30 days of demand, in writing, by the Secretary to pay membership fees, fines or levies which are more than 3 months in arrear;If he/she infringes any of the terms of this Constitution or acts in a manner which is detrimental to the interests of the organisation.
    
    
• Provided that there shall be a right of appeal against suspension, the imposition of a fine or expulsion to the first ensuing General Meeting. Notice of any such appeal shall be given to the Secretary in writing within 30 days of the date on which the decision of the Executive Committee was communicated to the member concerned.

• No member may be suspended, fined or expelled unless he/she has been afforded an opportunity to state the member case personally at a meeting of the Executive Committee. The member shall receive not less than 14 days’ notice in writing from the Secretary. The matter with which the member is charged shall be set out in such notice

• A member who has appeared before the Executive Committee in accordance with sub clause (4.7.2) shall, if the member is dissatisfied with the decision of the committee and has lodged an appeal, have the right to restate his/her case personally to the General Meeting, which shall consider the matter.

• A member shall be entitled to call witnesses in support of his/her case when attending a meeting of the Executive Committee or a General Meeting in terms sub clause (4.7.2) or (4.7.3), as the case may be.

• Any decision taken by the Executive Committee in terms of this clause shall, when an appeal has been lodged, be subject to ratification or otherwise by a General Meeting.

• Upon expulsion of a member, all moneys due to the organisation by such member shall become payable. If payment thereof is not made within 60 days the Executive Committee may take such steps, as it deems necessary to recover the moneys due.

• A member shall cease to be entitled to any of the benefits of membership, including the right to vote:
  
  
  • If the membership fees or other charges due by him/her to the organisation are more than 3 months in arrear;During any period while he/she is under suspension in terms of this Constitution.
    
    
• Wherever this Constitution provides for the imposition of a fine on a member, such fine shall not exceed an amount equivalent to that member’s annual membership fee in the case of a first offence and twice their annual membership fee in respect of every further offence.

• Any member who has resigned or has been expelled from the organisation may be re-admitted to membership on such conditions as the Executive Committee may determine.

EXECUTIVE COMMITTE

An Executive Committee duly elected by its members in terms of this constitution shall govern the organisation.

• The Executive Committee shall consist of at least nine elected members, and normally no more than twelve elected members, excluding members co-opted by the Executive Committee.

• The Executive Committee shall comprise of the following portfolios:

President;

Chairperson;

Deputy Chairperson;

Treasurer;

Additional Members.

• There shall be a minimum of five additional members elected to the Executive Committee.

• Unless otherwise agreed by a resolution of the members present at a General Meeting, there shall be a maximum of eight additional members elected to the Executive Committee. These seats may, in certain circumstances, be shared i.e. dual capacity, where it is deemed that such an arrangement is of greater benefit to the committee and the organisation.

• The members of the Executive Committee shall be elected at a General Meeting of the organisation and shall hold office until the next Annual General Meeting.

• A member shall be eligible for re-election on termination of their period of office.

• The Executive Committee shall appoint from amongst its members, individuals who will be responsible for the portfolios of Regional Secretary for the following regions: Western cape ; Kwazulu Natal; Gauteng .

• Regional Secretaries shall be responsible for ensuring effective representation for their region.

• The Executive Committee shall appoint from amongst its members, individuals who will be responsible for the portfolios of Vice-Chair: Broadcasting; Vice-Chair: Film; Vice-Chair: Membership Services; and Vice-Chair: Communications.

• Proportional representation on the Executive Committee of regions and interest groups within the organisation, if any, shall be decided by a General Meeting from time to time.

• The Executive Committee shall meet as regularly as is necessary, but at least every three months. The Chairperson or the Deputy Chairperson shall convene such meetings.

• A majority of the members of the Executive Committee shall constitute a quorum and simple majority shall adopt resolutions; provided that members of the Executive may vote by proxy if they are not present at meetings, if pre-arranged with the Chairperson of the Executive Committee, and this is tabled at the beginning of the meeting.

• In the event of a deadlock in voting, the Chairperson shall have a casting vote.

• During the course of its term of office, the Executive Committee shall have the power to co-opt a maximum of three additional bona fide members of the organisation to the Executive Committee.

• The Executive Committee shall take the necessary steps to ensure that all of its members are able to participate in its functions in an effective manner.

• The Executive Committee shall have the power to co-opt any person from amongst its members to fill any vacancy that may arise during its period of office or for any other reason it deems necessary.

• A member co-opted to fill a vacancy shall hold office for the unexpired portion of the period of office of his/her predecessor.

• A member of the Executive Committee shall vacate his/her seat in any one of the following circumstances:

• On resignation, suspension or expulsion from membership of the organisation;

• On absenting himself/herself, without the permission of the Executive Committee, from three consecutive General Meetings or meetings of the Executive Committee;

• On resigning as a member of the Committee by giving four weeks’ written notice to the Secretary; and

• On ceasing to qualify as a member, as defined in Clause 4.1.

• The Executive Committee shall keep all members informed of any and all matters relating to them on a regular basis.

• In the event of any matter arising, which is not provided for in this Constitution, the Executive Committee shall resolve the matter at its discretion, having regard to the aims and objections of the organisation.

THE COUNCIL OF THE IPO

• The Executive Committee of the organisation shall appoint a number of individuals to sit on the Council of the IPO, which will be an advisory body to the Executive Committee, but which cannot bind the organisation or make any statement on behalf of the organisation, unless so mandated by the Executive Committee of the IPO.

• The Council of the IPO shall be appointed for the duration of the appointing Executive Committee’s term of office.

• Members of the Council of the IPO do not have to be members of the IPO, but should be appointed with a view to the aims and objectives of the organisation as provided for in this constitution.

• The dates and agendas of meetings of the Council of the IPO will be determined by the Executive Committee, upon three weeks’ notice in writing.

• A simple majority will determine resolutions of the Council of the IPO.

• Conduct in meetings, and the ongoing functions of the Council of the IPO, will be determined by the Executive Committee, having regard to the rules for the conduct of meetings provided for in this constitution, as well as the. aims and objectives of the organisation as contained in this constitution.

COMMITTEES

• The members of the organisation shall, from time to time and on advice of the Executive Committee, elect sub-committees to act on behalf of particular interest groups within the organisation.

• The eligibility of members for election onto committees, the size of committees, the length of term of office, the functions and duties of committees and committee members, the election (procedures), if any, of committees and the disbandment of committees, will be determined by the Executive Committee having regard to the provisions relating to the election of the Executive Committee and the rules for the conduct of meetings provided for in this constitution.

• Failing the membership of the organisation electing members onto committees, the Executive Committee shall have the power to co-opt members onto committees as it deems necessary, with regard to the aims and objectives of the organisation.

POWERS OF THE EXECUTIVE COMMITTEE

In attaining its declared objectives, the Executive Committee shall, subject to the general direction and control of General Meetings, have and exercise the power to:

• Appoint from time to time such subcommittees as it may deem fit for the purpose of investigating, reporting and fulfilling particular functions on any matter referred to them by the Executive Committee;

• Admit or refuse to admit members to the organisation, to fix the conditions under which former members of the organisation may be readmitted to membership, and to suspend, fine or expel a member for cause appearing sufficient to a majority of the Executive Committee;

• Institute legal proceedings on behalf of or to defend proceedings against the organisation;

• Acquire, either by purchase, lease or otherwise, any movable or immovable property on behalf of the organisation and to sell, let, mortgage or otherwise deal with or dispose of any movable or immovable property belonging to the organisation: Provided that no immovable property shall be acquired or sold or mortgaged or let or leased for a period longer than five years unless at least 30 days’ written notice of intention to do so has been given to each member of the organisation by the Secretary; if during this period not less than one thirdmembers demand in writing that a ballot be taken on the proposed action, such ballot shall be taken;

• Deal with disputes between members and their employees or trade unions and to endeavour to settle disputes;

• Make and enforce bye-laws relating to procedural, administrative and disciplinary matters which are not inconsistent with the provisions of this Constitution, the Labour Relations Act, 1995, or any other law;

• Engage and dismiss a Secretary and other employees of the organisation and to fix their conditions of employment and define their duties;

• Open and operate a banking account in the name of the organisation;

• Institute legal proceedings on behalf of, or to provide legal assistance to, members on matters affecting the relationship between themselves and their employees or trade unions and to institute legal proceedings against individual members;

• Represent its members in all matters related to the organisation or its aims and objectives with any individual, organisation or authority in South Africa and abroad.

• Solicit and/or arrange any form of income, grant, sponsorship or subsidy necessary for the smooth and efficient governing of the organisation.

• Gather, compile and disseminate information regarding matters of interest to or affecting its members.

• Acquaint the public and various local and international authorities or agencies of conditions within the South African and international production industry.

• Formulate and adopt any resolutions or by-laws for the effective governing and management of the organisation.

• Perform all other acts and things necessary or proper for the attainment of the aims and objectives of the organisation.

ELECTION OF EXECUTIVE COMMITTEE

The election of the Executive Committee will be held at the Annual General Meeting, or a Special General Meeting, and will be conducted by an independent body or institution, or by an individual, duly appointed as the Electoral Officer for that meeting by the Executive Committee.

• Nominations

  • Nominations shall be for the position of:

  • President
    
  • Chairperson
    
  • Deputy Chairperson
    
  • Treasurer
    
  • Additional members

• Any fully paid up member as defined by Clause 4.1 can nominate by either proposing or seconding a candidate for election.

• Only producer members or individual members, as defined in Clause 4.1, shall be eligible for nomination and election to the Executive Committee.

• A nomination form must be completed by one proposer and one seconder. The position for which the candidate is being nominated must be stipulated and the candidate must sign acceptance of the nomination form.

• Nominations must be completed in writing and forwarded to the applicable electoral office seven days (168 hours) prior the date and time of the election.
• If only one valid nomination is received for the position of either Chairperson, Deputy Chairperson or Treasurer, no election will take place.

• If only six valid nominations are received for the position of Additional Members no election will take place.

• Election:
  
• Only eligible, fully paid up members of good standing will be allowed to vote.
  
• A producer member will have three votes for each specified portfolio and for each Additional Member.
  
• An individual, introductory, associate, affiliate and patron member will have one vote for each specified portfolio and for each Additional Member.
  
• Student members shall have no vote.
  
• Only voters whose names appear on the Register, which will be prepared prior to the election by the Executive Committee in consultation with the Electoral Officer, will be allowed to vote.
  
• All members eligible to vote must be given at least twenty-one days notice of the date, time and venue of the election.
  
• Proxy Votes:
  
• Members who are unable to attend the election in person may cast their vote by proxy. The proxy shall be given to the Electoral Officer who will cast the vote on behalf of the voter for the candidate identified in a signed proxy document.
  
• Voting will be by secret ballot.

OFFICE-BEARERS AND OFFICIALS

• The office-bearers and officials, and their duties shall be as follows:
  
  
  • President
    The President will be a leading figure in the production industry, and may be called upon from time to time to attend functions, make submissions, and statements on behalf of the organisation.
    
    
  • Chairperson
    The Chairperson shall preside at all meetings at which he/she is present, enforce observance of the Constitution of the organisation, sign minutes of meetings after confirmation, endorse all accounts for payment after approval by the Executive Committee and generally exercise supervision over the affairs of the organisation and perform such other duties as by usage and custom pertain to the office. He/she shall not have a deliberative vote, but shall, in the event of equality of voting, have a casting vote.
    
    
  • Deputy-Chairperson
    The Deputy-Chairperson shall exercise the powers and perform the duties of the Chairperson in the absence of the Chairperson, and perform other functions as determined by the Executive Committee.
    
    
  • Acting Chairperson
    In the event of both the Chairperson and the Deputy-Chairperson being unable, either temporarily or permanently, to perform their duties, the Executive Committee shall appoint a member of the organisation to act as Chairperson until the Chairperson or Deputy-Chairperson is able to resume his/her duties or until the next election, as the case may be.
    
    
  • Secretary
    A Secretary shall be employed on such terms and conditions as the Executive Committee considers. The contract of service of the Secretary shall be in writing.
    
    
    • The Secretary shall:
      
      • keep proper books of account in such form as may be prescribed by the Executive Committee; receive requisitions for meetings; issue notices of meetings;
        
        
      • conduct all correspondence of the organisation; keep originals of letters received and copies of those dispatched and at each meeting of the Executive Committee; report on the correspondence which has taken place since the previous meeting;
        
        
      • attend all meetings and record minutes of the proceedings;
        
        
      • keep a register of members, which will include every member’s address, date of enrolment, membership fees and any levies and fines paid by such members, and in the event of the resignation or expulsion of a member the date thereof;
        
        
      • collect membership fees, fines and levies; issue official receipts for all moneys received;
        
        
      • and perform such other duties as the Executive Committee or a General Meeting may direct.
        
  • The Secretary shall attend all meetings of the Executive Committee and all General Meetings but shall have no voting power.
    
    
  • The Secretary shall also take the necessary steps to ensure that the requirements of sections 98, 99 and section 100 of the Labour Relations Act, 1995 are complied with.
    
    
  • The Secretary/ Executive Director may make decisions on behalf of the Executive, without consultation with the Executive, in circumstances, which do not affect the general interests of the membership. The decision-making powers of the Secretary extend to all areas pertaining to operational interests of the organisation. Those decisions requiring input from the Executive shall be put forward to the relevant persons, and if the Secretary receives no written response within 3 working days, the Secretary shall have the power to act in his/ her capacity as mandated by this constitution.
    
    
  • Treasurer
    
    
    • The Treasurer shall:
      
      
      • Prepare an annual budget for the organisation, at the appropriate date;
        
        
      • Bank all moneys within 14 days of receipt; submit reports in regard to the financial position of the organisation to the Executive Committee not less than once every three months; prepare the balance sheet and statement of income and expenditure; represent the organisation or its members at the Commission;
        
        
      • The Treasurer shall also take the necessary steps to ensure that the requirements of sections 98, 99 and section 100 of the Labour Relations Act, 1995 are complied with.

REMOVAL OF OFFICE-BEARERS AND OFFICIALS

• An office-bearer or official may be removed from office:
  
  
  • If he/she infringes any of the provisions of this Constitution; or
    
    
  • If he/she acts in a manner which is detrimental to the interests of the organisation.
    
    
  • No office-bearer or official may be removed from office unless he/she has been afforded a chance to state his/her case personally at a meeting of Executive Committee.
    
    
  • An office-bearer or official who has appeared before the Executive Committee and who is dissatisfied with the decision of the committee shall have the right to appeal to the first ensuing General Meeting of the organisation. Notice of appeal shall be given to the Secretary, in writing, within 14 days of the date on which the decision of the Executive Committee was communicated to the person concerned.
    
    
    • The General Meeting may confirm or reverse the decision of the Executive Committee and the decision of the General Meeting shall be final.

FINANCES

• The financial administration, control and responsibility of the organisation shall ultimately vest in the Treasurer who will be directly responsible to the Executive Committee.
  
  
• All amounts due to or collected on behalf of the organisation shall be deposited by the Treasurer in such bank as may be decided by the Executive Committee within 14 days of receipt thereof.
  
  
• The funds of the organisation shall be applied to the payment of expenses to the acquisition of property, towards the attainment of the objects specified in article 3 and for such other lawful purposes as may be decided upon by the Executive Committee or by members voting by ballot for the attainment of the said objects.
  
  
• Payments shall require the prior approval of the Executive Committee and shall be made by cheque signed by the Chairperson and the Secretary, except when the amount in question is less than R 300.00, when payment may be made from petty cash. In the absence of the Chairperson cheques shall in his/her stead be signed by a member of the Executive Committee appointed by it for that purpose.
  
  
• The organisation’s books of account shall be kept at its head office or at such other place as the Executive Committee deems fit and shall be open for inspection by members of the organisation.
  
  
• In accordance with the provisions the Labour Relations Act, 1995 the Secretary shall prepare a statement of income and expenditure and a balance sheet in respect of each financial year ending on the last day of February each year.
  
  
• The annual subscriptions and operating budget shall be recommended by the outgoing Executive Committee for approval at the Annual General Meeting.
  
  
• A banking account shall be opened in the name of the organisation and will operate by any two persons nominated by Executive Committee.
  
  
  • The Treasurer with the approval of the Executive Committee shall invest excess cash resources.
    
    
• The financial year shall end on the last day of February of each year.
  
  
  • The organisation must preserve the books of account, supporting vouchers, records of subscriptions or levies paid by its members, income and expenditure statements, balance sheets, and auditor’s reports, in or original or reproduced form, for a period of three years from the end of the financial year to which they relate.

GENERAL MEETINGS

• An Annual General Meeting shall be held at least once in each calendar year, provided that no more than 15 months shall elapse between two Annual General Meetings.
  
  
• The Chairperson shall convene General Meetings.
  
  
• A quorum for an Annual and / or Special General Meeting shall be automatically formed by those present (and where relevant, inclusive of those proxies submitted). This quorum shall be attained regardless of the number of delegates and / or proxies present.
  
  
• Written proxies must be handed in to the Chairperson at least forty-eight hours prior to the meeting.
  
  
• Special General Meetings may be called at any time at the discretion of the Executive Committee.
  
  
• The notice and agenda for a General Meeting shall be communicated 14 days in advance.
  
  
• Upon written request to the Chairperson by any fifteen members, the Chairperson shall convene a Special General Meeting within fourteen days of receiving such request.

CONDUCT OF GENERAL MEETINGS

• At all General Meetings the majority vote of the members present by delegate or proxy shall be binding upon all other members.
  
  
• The Chairperson or, if absent, the Deputy Chairperson or, if absent, an Executive Committee member nominated by the Executive Committee, shall preside at General Meetings. If neither of the above is present 15 (fifteen) minutes after the appointed time, the members present shall elect a member present from their ranks to act as Chairperson.
  
  
• Any resolution shall be decided by a show of hands unless a poll is demanded by a majority of members present by delegate or proxy.
  
  
• In the case of votes being equal, the Chairperson shall, both on a show of hands and a poll, have a casting vote over and above the vote to which he or she is entitled as a member.
  
  
• In the case of a resolution being adopted, a minimum of 20 members may, within 7 days, request in writing that the Chairperson determines the fate of the resolution by a poll of all members. Such poll shall be held within 30 days of the request in a manner determined by the Executive Committee

REPRESENTATION ON BARGAINING AND STATUTORY COUNCILS

• A General Meeting may at any time decide that the organisation shall become a party to a bargaining or statutory council established in terms of the Labour Relations Act, 1995.
  
  
• Candidates for election as representatives and alternates on any such council may be nominated at the meeting and the election shall take place by ballot.
  
  
• Representatives on a bargaining or statutory council may be removed by a General Meeting and may resign on giving 3 months’ notice to the Executive Committee or such notice as may be prescribed in the constitution of the council concerned.
  
  
• In the event of the resignation or death of a representative or his/her removal by a General Meeting the vacancy shall be filled by the Executive Committee pending the next General Meeting.
  
  
• Representatives shall have full power to enter into agreements on behalf of the organisation, and such agreements shall not be subject to ratification bytheExecutive Committee or a General Meeting; provided that
  
  
• Agreements envisioned in Clause 15.5 may only be entered into upon a direct mandate from the Executive Committee.

BALLOTS

• In addition to those cases in respect of which the taking of a ballot of members of the whole organisation is compulsory in terms of the Constitution, a ballot on any question shall be taken if the Executive Committee so decides, and shall also be taken.
  
  
  • If demanded in writing by at least one third of the members of the organisation; and
    
    
  • On any proposal to call a lockout.
    
    
• Ballots shall be conducted in the following manner:
  
  
  • Notice of a ballot shall be given to each member of the organisation in writing by the Secretary, at least three days before the ballot is to be taken, provided that a ballot may be taken without notice at any General Meeting on the decision of a majority of the members present.
    
    
  • The Executive Committee or a General Meeting to supervise any ballot and to ascertain the result of the ballot shall appoint two scrutineers.
    
    
  • Except in the case of postal ballots and ballots taken at General Meetings on the decision of a majority of the members present, ballots shall be conducted at such other places as may be specified in the notice referred to in paragraph sub-clause 15.2.1 on the date and during the hours specified in the said notice.
    
    
  • The Secretary shall supply ballot papers.
    
    
• The issue to be voted upon shall be set forth clearly on the ballot papers and such papers shall not contain any information by means of which it will be possible to identify the voter.
  
  
  • Ballot boxes shall be inspected by the scrutineers and sealed by the Secretary in their presence prior to the issuing of ballot papers.
    
    
  • One ballot paper only shall be issued on demand at the place and during the hours fixed for the taking of the ballot to each member who is entitled to vote.
    
    
  • Each voter shall, in the presence of the scrutineers, be issued with one ballot paper, which he/she shall thereupon complete, fold and deposit in a ballot box provided for the purpose.
    
    
  • Ballot papers shall not be signed or marked in any way apart from the mark required to be made by a member in recording his/her vote. Papers bearing any other marks shall be regarded as spoilt and shall not be counted.
    
    
  • On completion of a ballot or as soon as possible thereafter, the result thereof shall be ascertained by the scrutineers in the presence of the Secretary and made known to Executive Committee.
    
    
  • Ballot papers, including spoilt papers, shall be placed in a container, which shall be sealed after they have been counted and retained by the Secretary for not less than three years.
    
    
• The Executive Committee may decide that a postal ballot of members shall be taken, in which event the ballot shall be conducted in the following manner:
  
  
• The Secretary shall send by registered post to each member of the organisation a ballot paper and a stamped and addressed envelope marked “Ballot”.
  
  
  • The ballot paper shall on completion be inserted in the envelope provided for the purpose, shall be sealed and posted so as to reach the Secretary within three weeks from the date of despatch from head office to such member. On receipt of such envelopes, the Secretary shall immediately place such envelopes in a sealed ballot box.
    
    
• Two scrutineers shall be appointed by the Executive Committee to ascertain the result of the ballot. The ballot box shall be opened and the ballot papers counted by the scrutineers in the presence of the Secretary, who shall immediately advise the Executive Committee of the result of the ballot.
  
  
• The same procedure shall apply, with the changes required by the context, to a postal ballot confined to members of the Executive Committee of the organisation.
  
  
• In any ballot conducted in connection with any election, the candidates, up to the required number, receiving the highest number of votes shall be declared elected.
  
  
• The Executive Committee shall be bound to take action according to the decision of a majority of the members voting in a ballot.
  
  
• The organisation shall, before calling a lockout, conduct a ballot of those of its members in respect of whom it intends to call the lockout.
  
  
• Notwithstanding anything to the contrary contained in this Constitution, members of the organisation shall not be disciplined or have their membership terminated for failure or refusal to participate in a lock-out if:
  
  
  • no ballot was held about the lock-out; or
    
    
  • A ballot was held but a majority of the members who voted did not vote in favour of the lockout.

WINDING-UP

• The organisation shall be wound up if at a ballot conducted in the manner prescribed in the Constitution not less than three-fourths of the total number of members of the organisation vote in favour of a resolution that the organisation is wound up.
  
  
• If a resolution for the winding-up of the organisation has been passed or if for any reason the organisation is unable to continue to function the following provisions shall apply:
  
  
  • The last-appointed Chairperson of the organisation, or if he/she is not available, the available members of the last-appointed Executive Committee of the organisation, shall forthwith transmit to the Labour Court a statement signed by him/her or them setting forth the resolution adopted or the reasons for the organisation’s inability to continue to function, as the case may be, and request the Labour Court to grant an order in terms of Section 103 of the Labour Relations Act, 1995.
    
    
  • The liquidator appointed by the Labour Court shall call upon the last-appointed office-bearers of the organisation to deliver to him/her the organisation’s books of accounts showing the assets and liabilities together with the register of members showing, for the 12 months prior to the date on which the resolution for winding-up was passed or to the date as from which the organisation was unable to continue to function, as the case may be (hereinafter refereed to as the date of dissolution), the membership fees paid by each member and his/her address as at the said date.
    
    
  • The liquidator shall also call upon the said office-bearers to hand over to him/her all unexpended funds of the organisation and to deliver to him/her the organisation’s assets and the documents necessary in order to liquidate the assets.
    
    
• The liquidator shall also call upon the said office-bearers to hand over to him/her all unexpended funds of the organisation and to deliver to him/her the organisation’s assets and the documents necessary in order to liquidate the assets.
  
  
• The liquidator shall take the necessary steps to liquidate the debts of the organisation from its unexpended funds and any other moneys realised from any assets of the organisation, and if the said funds and moneys are insufficient to pay all creditors after the liquidator’s fees and the expenses of winding-up have been met, the order in which creditors shall be paid shall be the same as that prescribed in any law for the time being in force relating to the distribution of the assets of an insolvent estate, and the liquidator’s fees and the expenses of winding-up shall rank in order as though the expenses were the costs of sequestration of an insolvent state.
  
  
• After the payment of all debts in accordance with clause 16.2.3, the remaining funds, if any, shall be distributed among the remaining members of the organisation on the basis of membership fees actually paid during the 12 months prior to the date of dissolution.
  
  
• After the payment of all the liabilities any assets that cannot be disposed of in accordance with the provisions of this clause shall be realised by the liquidator and the proceeds paid to the Commission for Conciliation, Mediation and Arbitration in accordance with section 103(5) of the Labour Relations Act, 1995.
  
  
• The liability of the members shall for the purpose of this clause be limited to the amount of subscriptions due by them to the organisation in terms of this Constitution as at the date of dissolution.

AMENDMENTS

• This Constitution shall only be amended by a two-thirds majority vote by delegate or proxy at a General Meeting.
  
  
• No change or addition shall have any force or effect until certified in terms of Section 101 of the Labour Relations Act, 1995.

The Independent Producers Organisation of South Africa (IPO) has as a prime objective to promote and foster the highest professional and ethical standards within the Industry.

Members of the Organisation are committed to acting in a professional manner in their relationships with their clients, their employees, independent contractors and suppliers, fellow members and the public.

MEMBERS OF THE IPO UNDERTAKE TO:

• Uphold the Constitution, aims and objectives of the IPO and at all times act in the best interests of the film, television and new media industry;
  
  
• Adhere to standard business practices and at all times conduct business professionally and ethically and fulfil all agreements in good faith;
  
  
• Provide the highest quality of service to clients;
  
  
• Ensure the timeous remuneration of all independent contractors and suppliers;
  
  
• Maintain full and proper insurance cover;
  
  
• Adhere to published safety standards on set/location and promote the utmost regard to public interest and safety;
  
  
• Protect, safeguard and restore all locations, obtaining the necessary permits and authorizations and following all published procedures;
  
  
• Act responsibly and courteously when filming on location to uphold the Industry’s good reputation thereby ensuring that the Industry’s access to locations is not restricted;
  
  
• Actively discourage the abuse of alcohol and narcotics in the Industry;
  
  
• Accurately represent their experience and capabilities and those of their employees;
  
  
• Disclose to prospective clients any particular interest that they may have in services that they recommend;
  
  
• Refrain from criticizing or denigrating members active in the industry in such manner as to bring the Industry or IPO into disrepute;
  
  
• Encourage cooperation amongst members and other industry professionals;
  
  
• Comply with all applicable laws, copyrights, legislation and regulations in South Africa ;
  
  
• Ensure that all production companies and their employees are familiar with this code.
  
  
• Commit, where possible, to the sustainability of the industry by means of training and development programmes.
  
  
• The following clause has been excluded whilst the above has been adopted as an interim, working document, and whilst the NEC is determining the actual requirements from members:
  
  
  • Members are required to submit certain information to the IPO for statistical reasons, at each membership renewal period. Confidential part of Register:
    
    
  • No person who has access to the confidential part of the Register may, except when a court so orders, disclose particulars of any entry in the confidential part to anyone other than the member concerned .