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1.1 The name of the association is the Online Publishers' Association of South Africa.
2.1 In this Constitution, unless the context clearly indicates a contrary intention, any expression which denotes one gender shall include the other, a natural person shall include a juristic person and other created entities and vice versa, the singular shall include the plural and vice versa, the words and expressions contained below shall bear the meanings assigned to them and related words and expressions shall bear corresponding meanings:
2.1.1. “OPA" is the official abbreviation for the Online Publishers' Association of South Africa;
2.1.2. “Online Publisher” shall have the ordinary meaning normally attributed to the term, which meaning shall include publishers of both original and aggregated content utilising electronic communications media, unless a new and more specific definition for the term is approved by at least 75% of the OPA’s members;
2.1.3. “Full Member” shall mean an organisation as set out in section 7.2 and which has been accepted as such in terms of this Constitution;
2.1.4. “Associate Member” shall mean an organisation as set out in section 7.3 and which has been accepted as such in terms of this Constitution;
2.1.5. “Affiliate Member” shall mean an organisation as set out in section 7.4 and which has been accepted as such in terms of this Constitution.
3.1. The OPA is an independent body and voluntary association aimed at:
3.1.1. building trust in South African online publishing websites as a viable medium for advertisers to reach a key niche of South Africans and/or a designated audience;
3.1.2. increasing the share of advertising, sponsorship and marketing spend which is directed at South African online publishing websites;
3.1.3. ensuring a sustainable and vibrant online publishing industry in South Africa.; and
3.1.4. promoting freedom of speech within the online publishing environment in South Africa.
4.1. The OPA's mission is to provide a non-profit forum:
4.1.1. in which South African Online Publishers can address issues of common interest; and
4.1.2. which can represent South African Online Publishers before advertising agencies and the advertising community, the press, government and the public.
5.1. In order for the OPA to successfully pursue its mission and purpose, the OPA will have to:
5.1.1. formulate and implement a strategy to educate advertising agencies about the benefits of online advertising;
5.1.2. develop an audience measurement and tracking product to act as a planning tool for advertising agencies and the advertising community;
5.1.3. endorse the highest standards in online publishing with respect to editorial quality and integrity, credibility and accountability;
5.1.4. develop and promote standards across all aspects of the online publishing industry;
5.1.5. do its utmost to enhance the trust necessary to support sustainable online publishing businesses;
5.1.6. help Online Publishers to drive revenue through a variety of means, including (without being limited to) advertising, charging for content, sponsorships and services;
5.1.7. raise the profile and credibility of Online Publishers; and
5.1.8. engage positively with all related and Government bodies in order to further and protect the interests of a sustainable online publishing industry in South Africa.
6.1. The OPA will consist of a general body of members who comply with the criteria for membership as set out in 7.1 below.
6.2. The OPA membership will elect a Management Committee to manage the day-to-day affairs of the OPA.
6.3. The Management Committee may, from time to time and in its sole discretion, form and dissolve such sub-committees as it may deem appropriate to deal with specific matters of the OPA, as contemplated in 14 below.
7.1. The OPA shall have the following classes of membership:
7.1.1. Full Membership;
7.1.2. Associate Membership; and
7.1.3. Affiliate Membership.
7.2. An organisation (“Applicant”) will be considered for Full Membership of the OPA where such Applicant:
7.2.1. publishes original or aggregated content through electronic communications media for the primary purpose of attracting a viewing audience and selling advertising or subscriptions or both;
7.2.2. derives a majority of its revenue from the sale of content, advertising and/or subscriptions;
7.2.3. is dedicated to building a sustainable online publishing business and has a proven track record of commitment to the highest standards of online publishing for at least one year prior to the making of an application for Full Membership;
7.2.4. publishes original or aggregated content through electronic communications media and commercially exploits such content for the purpose of marketing, advertising, subscription sales and/or any of the aforegoing;
7.2.5. maintains a stable and discrete staff complement, being a significant portion of the total staff complement of the Applicant, for the specific purpose of producing original content or aggregating content for publication;
7.2.6. maintains a stable and discrete staff complement for the specific purpose of generating , processing and servicing sales of content, advertising and/or subscriptions;
7.2.7. is a public or private company registered in the Republic of South Africa or division of such company operating as a standalone revenue centre;
7.2.8. publishes or aggregates content which is not illegal, unlawful, obscene or otherwise inappropriate, with particular regard to minors. Such content shall include, without being limited to, pornography, gambling and hate speech and advertising relating thereto;
7.2.9. undertakes to be in continuing compliance with the provisions of the OPA Constitution as it may be amended from time to time and to continuously promote the OPA Purpose, Mission and Objectives;
7.2.10. undertakes to demonstrate an ongoing commitment to best practices in online publishing as generally accepted within the online publishing industry in South Africa.
7.2.11. undertakes that it will, upon acceptance as a Full Member, appoint a senior executive and alternate from with the Applicant’s organisation for the purpose of acting as an OPA representative;
7.2.12. undertakes that it will only employ lawful and ethical marketing techniques and marketing practices which do not have the effect of misleading or confusing consumers and that it will comply with the rulings of the Advertising Standards Authority of South Africa (ASASA) and similar bodies;and
7.2.13. undertakes to adopt and comply with the audience measurement and tracking product adopted by the OPA from time to time in terms of clause 11.2.6.
7.3. An organisation (“Applicant”) will be considered for Associate Membership of the OPA where such Applicant:
7.3.1. is a vendor or other organisation with a proven track record of supporting the online publishing industry in South Africa and offers services or products which are of use or potential use to OPA members in the normal course of their business operations;
7.3.2. endorses the publishing principles espoused by the OPA;
7.3.3. has been nominated and seconded by a current Full Member of the OPA in good standing;
7.3.4. undertakes to be in continuing compliance with the provisions of the OPA Constitution as it may be amended from time to time and to continuously promote the OPA Purpose, Mission and Objectives;
7.3.5. undertakes to demonstrate an ongoing commitment to best practices in online publishing as generally accepted within the online publishing industry in South Africa;
7.3.6. undertakes that it will, upon acceptance as an Associate Member, appoint a senior executive and alternate from with the Applicant’s organisation for the purpose of acting as an OPA representative; and
7.3.7. undertakes that it will only employ lawful and ethical marketing techniques and marketing practices which do not have the effect of misleading or confusing consumers and that it will comply with the rulings of the Advertising Standards Authority of South Africa (ASASA) and similar bodies.
7.4. An organisation (“Applicant”) will be considered for Affiliate Membership of the OPA where such Applicant:
7.4.1. has a demonstrable interest in OPA activities either as a result of a specific or general public interest mandate or as a result of a business imperative requiring the Applicant to gain knowledge about online publishing and/or the activities of the OPA.
7.4.2. undertakes to be in continuing compliance with the provisions of the OPA Constitution as it may be amended from time to time and to continuously promote the OPA Purpose, Mission and Objectives; and
7.4.3. undertakes that it will, upon acceptance as an Affiliate Member, appoint a senior executive and alternate from with the Applicant’s organisation for the purpose of acting as an OPA representative.
7.5. All applications for membership must be made via the then current OPA membership application form or by such other means as may be determined by the Management Committee from time to time.
7.6. No party will be admitted as a member of the OPA unless:
7.6.1. The relevant membership application has been vetted by the Management Committee and approved prior to distribution to the broader membership for the purposes of voting thereon;
7.6.1.1. The Management Committee shall be empowered, in its sole discretion, to decline or accept any application for membership or to refer such application back to the Applicant for further clarification or detail, and shall not be obliged to distribute any application to the broader membership for the purposes of voting thereon.
7.6.2. 75% of the then current members have approved its application for membership.
7.7. Each full member of the OPA shall appoint a specific person as its OPA representative and such representative or his/her substitute shall attend all OPA meetings on behalf of the member and shall be entitled to act on behalf of the member in all matters pertaining to the OPA.
7.7.1. Only one representative or substitute per OPA member shall be entitled to attend OPA meetings.
7.8. The Management Committee may, in its sole discretion, revoke the membership of any member who fails to make full payment within 90 days of the due date for payment of membership fees.
7.9. A member's membership may be terminated;
7.9.1. by a majority vote of the members of the OPA;
7.9.2. by written notice of resignation delivered by the member to the Management Committee; and,
7.9.3. at the discretion of the Management Committee where the member has
7.9.3.1. failed to pay membership fees despite demand therefore; or
7.9.3.2. failed to attend three or more meetings of the Association without providing valid prior written apology therefore; or
7.9.3.3. failed to adopt and implement the audience measurement and tracking product adopted by the OPA from time to time or otherwise failed to comply with the provisions of this Constitution.
7.10. Any member whose membership of the OPA has been terminated for whatsoever reason shall forfeit all membership fees and other amounts paid by it to the OPA.
8.1. Members will be required to pay an annual membership fee, payable annually in advance.
8.2. The members of the OPA may, by way of resolution passed by not less than 75% of OPA members present and entitled to vote at a general meeting or a special meeting, determine and institute different categories of membership and may prescribe different membership fees for such different categories.
8.3. Notwithstanding anything to the contrary contained herein, no member (or its representative) whose membership fees have not been paid on the due date will be entitled to vote at any meeting of the OPA or the Management Committee for as long as such membership fees remain outstanding.
8.4. Members will be responsible for all their own expenses in connection with their membership of the OPA, including (without being limited to) travel cost associated with the attendance of OPA meetings. Exceptions to this rule require prior written Management Committee authorisation.
8.5. The Management Committee may accept unconditional offers from members or any other organisations to pay for special projects undertaken by the OPA.
8.6. The Management Committee will be entitled to charge special levies to OPA members from time to time to fund special projects of the OPA which are necessary for or ancillary to the OPA's mission, provided that such a special levy has been approved by a majority of OPA members.
8.7. Membership fees as set by the OPA shall not cover any costs associated with the adoption and implementation by members of an audience measurement and tracking product which has been adopted by the OPA.
9.1. OPA members will, annually during their annual general meeting, elect a Chairperson, a Deputy Chairperson, a Treasurer and 4 (four) additional members to serve a one-year term of office. These elected persons will form the Management Committee of the OPA.
9.1.1. The four additional members of the Management Committee shall, unless otherwise decided by the Management Committee, act as chairpersons of the following subcommittees:
9.1.1.1. Monitoring;
9.1.1.2. Measurement;
9.1.1.3. Marketing; and
9.1.1.4. Research.
9.2. The Management Committee will be entitled, but not obliged, from time to time to co-opt such additional members to the Management Committee as the Management Committee may deem appropriate, to assist the Management Committee with specified projects. Such co-opted members shall not, for the purpose of this Constitution, be deemed to be members of the Management Committee.
9.3. In the case of the vacation for whatsoever reason of any of the positions of the Management Committee prior to the appointment of a new Management Committee as aforesaid, a new office bearer will be elected by the majority of the members of the OPA for the remainder of such term.
9.4. Upon a motion of no confidence in any office bearer supported by a majority vote of the members of the OPA, such office bearer will be removed from his office and the provisions of 9.3 above shall apply.
9.5. The Management Committee shall hold not less than 1 (one) meeting during every quarter and may choose to hold additional meetings of the Management Committee, as and when necessary to the fulfilment of the Management Committee's duties.
9.6. If any Management Committee member has not been present in person or via a teleconferencing link at three consecutive meetings, the position of that Management Committee member may be reviewed and, if deemed necessary, terminated by the majority of the remainder of the Management Committee and the provisions of 9.3 above shall apply.
10.1. The primary duty of the Management Committee is to further the OPA's mission, as specified in this Constitution.
10.2. The Management Committee shall report on its activities and the affairs of the OPA at all general meetings of the members of the OPA.
10.3. The Chairperson shall preside at all meetings at which he/she is present and shall enforce observance of the Constitution, sign minutes of meetings after confirmation, exercise supervision over the affairs of the OPA and perform such duties as customarily pertain to the office of Chairperson.
10.4. The Deputy Chairperson shall, in addition to such duties as may be mandated by the Management Committee, perform the functions of the Chairperson in the event of the absence or inability to act of the latter.
10.5. The Treasurer shall be responsible for ensuring:
10.5.1. the proper collection, administration and disbursement of the funds of the OPA;
10.5.2. compliance by the OPA with the provisions of 15 below;
10.5.3. drafting and ensuring the audit of annual financial statements for the OPA;
10.5.4. tabling the annual financial statements of the OPA at each Annual General Meeting for approval by the members; and
10.5.5. compliance with all legal and fiscal requirements.
10.6. The Management Committee may appoint persons to act as the Secretariat, Bookkeeper and Auditor of the OPA and to perform the functions and duties set out in 10.6 and 10.7 below and such other duties and functions as the Management Committee may from time to time determine. These persons will not be required to be members of the OPA, and if they are not members of the OPA, may be remunerated for their services as the Management Committee may determine.
10.7. Duties of the Secretariat shall include, inter alia:
10.7.1. organising all meetings of the OPA and the Management Committee;
10.7.2. assuming responsibility for all OPA correspondence;
10.7.3. keeping originals of letters received and copies of those dispatched;
10.7.4. attending all meetings, recording minutes of the proceedings and distributing such minutes to all members of the OPA; and
10.7.5. keeping a register of all members and associated information.
10.8. Duties of the Bookkeeper shall include, inter alia:
10.8.1. maintaining the OPA's bank accounts, as approved by the Management Committee from time to time; and
10.8.2. ensuring that all financial information of the OPA is available at meetings for discussion and approval
11.1. In addition to anything contained in this Constitution and subject to the limitations stipulated in 11.3 below, the Management Committee shall be entitled to incur expenditure in the furtherance of its duties and take action in all matters on behalf of the OPA.
11.2. The Management Committee is empowered to:
11.2.1. administer the funds of the OPA generally;
11.2.2. open and close accounts at registered commercial banks in South Africa on behalf of the OPA;
11.2.3. issue press statements on behalf of the OPA;
11.2.4. revoke OPA membership, as contemplated in 7.9 above;
11.2.5. call special general meetings, as contemplated in 13 below;
11.2.6. adopt an audience measurement and tracking product for use by members and vary such product from time to time as it sees fit; and
11.2.7. appoint sub-committees from time to time, as contemplated in 14 below.
11.3. The powers of the Management Committee shall be limited to the extent that it must obtain the approval of at least fifty percent (50%) of OPA members before:
11.3.1. entering into any contracts other than in the ordinary course of performing its duties in terms hereof; and
11.3.2. undertaking business transactions where the total amount of the transaction exceeds an amount of fifty thousand Rand (R50 000).
12.1. There will be not less than one OPA meeting during any three-month period.
12.2. A quorum for meetings shall be forty percent (40%) of all Full members of the OPA in good standing, present in person or via a teleconferencing link.
12.3. Each Full Member of the OPA shall have one vote at each meeting.
12.4. All meetings will be open to full members only. Associate and Affiliate members may attend meetings and other OPA events strictly by invitation only.
13.1. There shall be one annual general meeting not less than once every calendar year, which meeting will be held not less than ten months and not more than fourteen months after the previous annual general meeting, and members of the OPA will be given at least 14 days' notice of such meeting.
13.2. The Management Committee may call a special general meeting at any time, provided that at least 14 days' notice of any special general meeting is given to OPA members.
13.3. The provisions of 12.2, 12.3 and 12.4 shall apply mutatis mutandis to any annual and special general meeting.
14.1. Sub-committees may be formed by the Management Committee in their sole discretion from time to time to deal with specific issues in accordance with a statement of objectives, as determined by the Management Committee.
14.2. Each sub-committee shall have a chairperson, which will be appointed by the Management Committee.
14.3. Minutes of each sub-committee meeting must be submitted to the Management Committee within 14 days of the meeting.
14.4. The statement of objectives of each sub-committee, as well as its minutes must be made available by the chairperson of such sub-committee to any OPA member on request, provided that such member shall bear all expenses in respect of such request.
14.5. Members of the Management Committee will be ex officio members of any sub-committee formed in terms of 14.1.
15.1. The OPA shall only utilise its funds for the objects for which it has been established.
15.2. All monies received on behalf of the OPA shall be deposited in one or more accounts as contemplated in 11.2.2 above. All payments to be made on behalf of the OPA shall be made by cheque drawn on any such account or by cheques issued by the commercial bank with which a particular account is operated.
15.3. Any operations on any account of the OPA, with the exception of deposits, shall be upon the signatures of at least two members of the Management Committee.
15.4. The OPA shall keep proper books of account of its operations. Such books, together with all other papers and documents connected with or relating to the OPA, shall be kept at such place as may be determined from time to time by the Management Committee and shall be accessible to all the members of the OPA.
16.1. Each member of the OPA is indemnified out of and from the funds of the OPA against all losses, charges, costs, damages and other liability which that member may suffer or incur as a result of executing his duties as a member of the OPA, save to the extent that such member acted negligently or fraudulently.
16.2. No member of the OPA shall be answerable or deemed to be in any way responsible for any act or default of any other member, save to the extent that such member acted negligently or fraudulently.
17.1. The OPA shall be dissolved upon a resolution to that effect by 75% of the members at a general meeting or at a special general meeting convened for that purpose, provided that notice of the proposed resolution is given to members not less than 14 days before the date of the meeting.
17.2. Upon the dissolution of the OPA, the Management Committee shall, after making provision for the costs of dissolving the OPA, distribute the accumulated funds of the OPA equally amongst all members of the OPA whose membership fees are fully paid-up at the time of dissolution.
This Constitution, or any part thereof, may be altered by a resolution passed by not less than 75% of OPA members present and entitled to vote at a general meeting or a special meeting convened for this purpose, provided that notice of the proposed amendment is given to members not less than 14 days before the date of the meeting.
19.1. The OPA may not be used by any member, representative, liaison body or industry sector to further its own business interests, outside the objectives of the OPA.
19.2. The list of OPA members and their contact detail may not be used for any purpose other than the business of the OPA, unless with the prior approval of the Management Committee.
19.3. No action may be taken against a member or a member's representative, unless a report was tabled to the Management Committee and reasonable opportunity was given to the member or the member's representative to defend such member's position.
19.4. The OPA shall conduct its business in English.
19.5. This Constitution may be executed in one or more counterparts, all of which shall be considered to be one and the same agreement.
