Category Archives: ARTICLES OF THE ASSOCIATION

ARTICLES OF THE ASSOCIATION(Draft)

MYANMAR JOURNALISM  INSTITUTE (Not for Profit Association)

 ARTICLES OF THE ASSOCIATION

 Chapter 1

TITLE, INTERPRETATION AND SEAL OF THE ASSOCIATION

 1.         Name

The Association shall be called in English the “MYANMAR JOURNALISM  INSTITUTE (Not for Profit Association), (hereinafter shall be called THE ASSOCIATION).

2.         Interpretation

The Wards of this Articles will be defined under the Myanmar Companies Act.

(a)              THE ASSOCIATION Means “MYANMAR JOURNALISM INSTITUTE (Not for Profit Association)

(b)              The organisation means Company, partnership or Cooperative Society

3.         Seal of THE ASSOCIATION

The Seal of THE ASSOCIATION is prescribed as follows:

Chapter 2

OBJECTIVES OF THE ASSOCIATION

4.

THE ASSOCIATION is founded to pursue the following objectives

–                      To enhance professional skills of journalists and media professionals in Myanmar.

–                      To develop officially accredited diploma and certificate courses for Myanmar journalists

–                      To build institutional cooperation and links with academic programmes in journalism education in Myanmar

–                      To support the development of independent, free and pluralistic media in Myanmar.

–                      To develop an open and professional dialogue between journalists of different ethnic communities in Myanmar.

–                      To service the needs of the minority media in Myanmar

–                      To promote gender balance in Myanmar journalism and media

–                      To develop strong relationships between media professionals in Myanmar and colleagues outside Myanmar.

 Chapter 3

TYPES OF MEMBERSHIP, QUALIFICATIONS AND MEMBERSHIP APPLICATION

 5.

Membership of THE ASSOCIATION is open to all media outlets, media related organisations, institutions or Associations fulfilling the criteria defined in theseArticles. Membership cannot be restricted by race, gender, sexual orientation, ethnicity, religious belief or political orientation.

6.

Independent legal entities from the following media sectors including:

  1. Private print media,
  2. Private radio stations
  3. Private TV stations
  4. State/public broadcast
  5. State/public print media
  6. Myanmar domestic news agencies
  7. community media
  8. On-line Media
  9. Professional Associations/unions related to the media

shall be eligible as members of THE ASSOCIATION.

7.

In order to qualify for membership of THE ASSOCIATION each media or organization from the sectors mentioned in article 6.shall fulfil the following criteria:

–                      shall have its legal domicile or place of business in Myanmar;

–                      shall have been performing its activities according to its registered objectives and fields of activities/business for at least three months;

–                      private media shall be publishing/broadcasting self-produced information Articles/reportages/programs;

8.

Application for membership of THE ASSOCIATION, together with official documents,and other relevantdocuments shall be submitted to the Board represented by the Chairman.The Board of Directors shall within 21 ordinary working days after the date of receipt of the application inform the applicant whether the membership can be granted or not.

The Board shall be entitled to call in additional materials or call the applicant for a meeting to gather additional information.

If the applicant fails to provide requested additional materials or information within a reasonable deadline set by the Board, the Board can reject membership or delay its decision thereon.

 Chapter 4

TERMINATION OF MEMBERSHIP

 9.

Any membership will be terminated if any of the following causes happens:

  1. If a member of THE ASSOCIATION ceases performing its activities for a period longer than 6 months, its membership of THE ASSOCIATION shall be terminated. In the case of print media the 6 months are counted from the day of the registered publication of the media (daily, weekly, monthly, periodically etc).
  2. Failure to pay the membership fee after written notice of non-payment, shall be grounds for the member being excluded from THE ASSOCIATION.
  3. A member violating the objectives and the programmes of the Association, thus causing loss or grievance
  4. Amember fail to attend 3 General Assemblies without giving written explanantions

10.

A member being excluded can appeal the exclusion to the AGM.

A member can terminate its membership by written notice to the Chairman of the Board.

 Chapter 5

REGISTER OF MEMBERS

 11.

The Board shall keep a register of the members at the office of the Association with the information as specified below:

  1. Name, business address, telephone and e-mail address plus application date of the media outlet or organisation bearing the membership
  2. Name, residence address, and citizen scrutiny card (NRC) numbers of the person representing the media or organisation bearing the membership
  3. Date of acceptance of membership and membership registration number

Chapter 6.

RIGHTS AND BENEFITS OF MEMBERS

 12.

  1. Members will have special privileges in access to the activities and services of the Association according to rules decided by the Board.
  2. Members may make queries to the Executive Director on all matters relating to the Association and its activities.
  3. Members have the right to participate in discussions, submit proposals, seconding and objecting proposals and voting at the General Assembly.
  4. Members have the right to cast secret votes to elect the Board of the Association as well as running for elections for the Board.
  5. Members can give advise in the interest of the Association and its membership.

 Chapter 7.

DUTIES OF MEMBERS

 13.

Duties of the members are as follows:

  1. Strictly to observe the resolutions of the General Assembly and decisions taken by the Board
  2. To pay membership fee according to the rules set by the General Assembly and the Board
  3. To promote and support the objectives and activities of the Association for its progress and growth at all times
  4. To maintain collaborative and harmonious spirit in carrying out the duties and functions of the Association.
  5. The members of THE ASSOCIATION shall be obliged to submit within 7 (seven) days all changes of data that are of importance for the communication within THE ASSOCIATION (new address, new telephone numbers, national registration card number of representatives etc.).
  6. To contribute in maintaining the prestige and integrity of THE ASSOCIATION at all times

 Chapter 8

MEMBERSHIP FEES AND ANNUAL FEES

 14.

Members shall pay an admission fee, according to the rules decided by the General Assembly.

15.

The members of THE ASSOCIATION shall pay an annual membership fee. The membership fee is decided by the AGM. The annual membership fee shall be paid not later than five days before the date of the convened  ordinaryAGM.

16.

Failure to pay fees.

If any member of THE ASSOCIATION fails to pay any amount of money due to THE ASSOCIATION for three (3) months, THE ASSOCIATION shall send a letter of demand that the member pays the outstanding amoiunt within a month. Those members who fail to pay by the deadline set, will automatically have their membership terminated. Those so terminated may apply for membership again within six (6) months if the member can produce a strong valid reason for its inability to pay the outstanding amount. The Board, reviewing the case, shall make the decision in such cases.

 Chapter 9

BOARD OF DIRECTORS AND RELIEF OF DUTY

 17.

The General Assembly elects the members of the Board of Directors for a period of 2 (two) years. The Board of Directors consists of nine (9) members including:

–                      1 representative from private print media and news agencies,

–                      1 representative from private broadcast media,

–                      1 representative from state/public media and news agencies,

–                      1 representative from community media

–                      1 representative from on-line media

–                      1 representative from ethnic media

–                      1 representative from women journalists

–                      2 representatives from Journalists Associations/unions

An alternative member for  each Board member shall be elected in accordance with rules and regulations stated in these Articles to substitute for the Board member in case he/she becomes unable to execute his/her rights and duties.

If a Board member has changed the media sector he/she was elected to represent, his/her alternative member shall replace him/her as a Board member.

Board members shall be obliged to report to their electorate on their work in the Board. Members of the Board can be elected for consecutive terms.

18.

The Chairman of the Board of Directors is elected by and among the Board of Directors. In order to be elected as Chairman a candidate has to have at least five votes in favour of his/her candidature.

The Board furthermore among it members elects perons for the following positions: Vice-Chairman, General Secretary, Joint Secretary, Treasurer and Auditor (Internal).

19.

Each member of the Board shall have the right to one vote.

The Board meetings shall be presided over by the Chairman or, in case of his/her absence, by a Board member elected by the meeting.

Meetings of the Board shall be held a minimum of 4 times per year and the date and agenda of the meetings shall be announced to the members a minimum of 5 working days prior to the meeting day.

More than half of the Board members shall form a meeting quorum.

The simple majority of votes shall make decisions unless otherwise stated in these Articles.

In case of a parity of votes, the Chairman shall have a casting vote.

20.

If a Board member has a  conflict of interest regarding an issue under discussion,

he/she shall give due explanation and abstain from voting.

If the Chairman has  a conflict of interest, the meeting shall be presided over by another member who shall be elected  by voting of the Board. In these circumstances,  in case of a parity of votes, the decision shall be considered failed.

A Board member, who has  a private interest to co-operate with THE ASSOCIATION by making a direct or indirect agreement or is prepared to put a particular suggestion of this nature, shall report this to the Board.

Such a case reflects a conflict of interest and therefore the member of the Board shall not participate in the voting on this issue.

21.

The Board shall follow its business order approved at its first meeting.

Meetings shall be recorded and participating members shall sign the decisions.

22.

No remuneration or compensation shall be paid to the Board members without

the approval of the GA and only when remuneration or compensation is

reasonable and for work performed for THE ASSOCIATION.

23.       RELIEF OF DUTIES

Any member of the Board can be relieved from his/her duties on his/her own

accord (resignation), or if he/she breach the Memorandum or Articles of THE

ASSOCIATION, or by the decision of an Extraordinary General Assembly, or for

other reasons.

Chapter 10

THE POWERS AND DUTIES OF THE BOARD OF DIRECTORS

24.

Apart from other powers given to it by these Articles , the Board of Directors (the

Board) shall be responsible for the control and management of the affairs and property of THE ASSOCIATION. The Board shall always act in accordance with the objectives of THE ASSOCIATION.

25.

The Board shall perform the following rights and obligations:

–                      to determine THE ASSOCIATION’s policy, strategy, main directions of activities;

–                      to approve THE ASSOCIATION’s annual activity plan, main directions and budget;

–                      to propose reorganization or dissolution of THE ASSOCIATION in conformity with the regulations of these Articles;

–                      to propose alterations and amendments of these Articles;

–                      to approve annual financial reports and budget for the next year and annual activity report of the Executive Director;

–                      to fix the number of THE ASSOCIATION’s staff, organizational structure, salary fund and to approve regulations on reimbursement to the Board members and the auditor’s fee and its size – on basis of the proposal given by the Executive Director;

–                      to appoint and discharge the Executive Director, to discuss his/her reports, to fix the salary level and other awards;

–                      to dispose of properties of THE ASSOCIATION;

–                      to determine the rights of the Executive Director in regard to the monetary properties of THE ASSOCIATION;

–                      to convene the GA;

–                      to appoint an external auditor to thoroughly examine the finances of The association and report to the Board and the Annual General Assembly.

26.

The Board of THE ASSOCIATION can establish State/Division and Township level

branch offices if it deems necessary in accordance with the objectives and

resources of THE ASSOCIATION.

27.       COMMITTEES

THE ASSOCIATION shall establish a Training Committee with representatives from journalism education institutions and other stakeholders in the field of journalism education and training. Membership and mandate of the Training Committee will be determined by the Board.

28.

The Board can establish other committees and advisory bodies as it feels appropriate to pursue the objectives of THE ASSOCIATION

29.

The Executive Director shall assist the Chairman in discharging his/her duties.

30.       EXECUTIVE DIRECTOR

The Executive Director shall manage day-to-day activities of THE ASSOCIATION. The Executive Director shall not be member of the Board, but as a rule he/she shall be present at the sessions of the Board.

31.

The Board of Directors shall appoint the Executive Director for a four-year term in accordance with the following procedures:

  1. Public announcement of the position stating the main tasks, rights, required personal and professional qualifications of the Executive Director and the documents necessary for registration;
  2. The Board shall approve guidelines for the position and make available these guidelines for all potential applicants together with information on THE ASSOCIATION upon request;
  3. Based on the announcement the Board shall analyse and evaluate all applications and attached documents and select at least three candidates for job interviews, which shall be carried out by the Board;
  4. Based on the interviews the Board shall decide which candidate is to be appointed;
  5. All the Board decisions mentioned above have to be decided by at least 2/3 of the members voting in favour;
  6. The Board shall give a mandate to the Chairman to enter into an employment contract with the selected candidate. The mandate shall include guidelines as to salary level, benefits, working conditions, duties and obligations;

32.

The employment contract for the Executive Director can be extended by a decision of the Board approved by at least two thirds of the members. There are no limitations with regard to the period of employment  or the number of  extensions to the employment contract.

In this case the employment procedure described above does not have to be implemented. The Board may terminate the employment contract of the Executive Director if at least 2/3 of the members support the decision. The Executive Director may also terminate the contract.  In both cases the termination shall be done with three months notice (period of notice).

33.

The Executive Director shall be authorized:

  1. to manage day-to-day activities of THE ASSOCIATION and to report to the Board;
  2. to represent THE ASSOCIATION in legal relations with third persons (however, on certain issues this right of representation may be restricted by a decision of the Board);
  3. dispose monetary properties of THE ASSOCIATION within the framework of competence determined by the Board;
  4. to work out annual and bi-annual financial and business plans and budgets, take measures to fulfill main directions of business and annual business plans of THE ASSOCIATION and to report to the Board;
  5. to take actions to source and raise funds necessary to finance THE ASSOCIATION’s activities and to develop and broaden those activities;
  6. manage everyday work of the staff, appoint (by a labour contract) or discharge employees;
  7. to determine other issues tasked by the Board or authorised to his/her responsibility.

34.

The Executive Director shall not make agreements and contracts on behalf of THE ASSOCIATION led by his/her private interests. The damage caused to THE ASSOCIATION and others due to the Executive Director’s reckless, negligent actions, fraud or other illegal actions shall be vested on the Executive Director. The Executive Director shall not enter employment any management body or other business entities and organizations without consent of the Board.

 Chapter 11.

 HOLDING GENERAL ASSEMBLIES AND ELECTIONS

 35.

The General Assembly of members (GA) is the highest governing body of THE ASSOCIATION. It shall consist of representatives of all the members.

36.

The GA shall have ultimate responsibility for the policies and financial affairs of THE ASSOCIATION.

37.

The GA shall have the following powers

–                      Approval of long term strategy of development of THE ASSOCIATION and decisions on recommendations to the Board of Directors;

–                      Approval of annual report of the Board of Directors, including financial and auditor’s report;

–                      Decision on the membership fee for the coming year

–                      Amendments of the Articles of THE ASSOCIATION;

–                      Dissolution of THE ASSOCIATION;

–                      Election and dismissal of the members of the Board of Directors.

38.

Members of THE ASSOCIATION will elect their representatives to the GA according to the following rules:

            A. PRIVATE MEDIA

Each private media can send one representative to the GA.

 In cases where more than one private media belongs to the same owner or mediagroup, that media group can  be represented by a maximum of three representatives.

            B. STATE/PUBLIC MEDIA

Each state/public media can send one representative to the GA.

C. NEWS AGENCIES

Myanmar domestic news agencies can send one representative each to the GA.

            D. ON-LINE MEDIA

Each on-line media can send one representative to the GA.

E. PROFESSIONAL JOURNALISTS ASSOCIATIONS/UNIONS (with individual membership)

Associations/unions accepted as members of THE ASSOCIATION can send tworepresentative to the GA.

39.

The list of the representatives to participate in the GAs shall, before the opening of the GA, undergo verification upon presentation of official authorisation documents issued by the independent legal bodies mentioned in article 6.

40.

The GA shall meet at least once a year at an Annual General Meeting (AGM) – to be held within 3 months after the closure of the annual accounts; at which time it shall review and approve the assets, liabilities, income, expenditures and activities of THE ASSOCIATION for the  year just ended It shall also consider the budget and activities for the year ahead.

41.

The Board shall convene the AGM by written announcement (by a letter or e-mail) to each member, 21 working days prior to the meeting.

42.

The GA can also meet at an Extraordinary General Meetings (EGMs) which shall be convened upon the request by the majority of representatives of one of the media sectors specified in article 6. or any of the Board members, or the Executive Director, or the auditor.A written announcement shall be sent to each member (by letter or e-mail) at least 5 working days prior to the meeting day.

43.

A minimum presence of half of the members is required for meetings of the GA to conduct business. If this minimum – ”the quorum” – is not achieved, the meeting shall be postponed to a later date and a new notice shall be sent to all members.

If a quorum is not established, an EGM shall be called and the decisions can be made by a simple majority of the members present.

44.

At the Annual General Assembly the following items shall be included in the Agenda:

  1. adopting the minutes of previous meeting
  2. approval of the Annual Activity report
  3. approval financial report and auditing report
  4. election of Board
  5. election of external auditor for the following financial year
  6. awarding (monetary or in kind) prize to honour a staff or member

45.

The General Assembly shall follow its business order approved at its first meeting.All decisions of the GA shall be made by simple majority of votes, unless otherwise stated in these Articles (or decided differently at a GA meeting).

The meeting of the GA shall elect a chairman who shall have a duty to preside over the meeting, settle issues connected with the procedure of the meeting, organise elections and formulate decisions.

By a simple majority of votes the GA may decide that the decision on some issues may be made by a secret vote.

The meeting shall be recorded and the minutes signed by the chairman and the person elected to record the minutes.

46.

The resolutions of the Annual General Assembly or Extraordinary General Assemblies shall be sent to the Registrar of Companies within 15 days from the passing of the resolutions.

47.

For the General Assemblies where elections are to be held, it is required that nomination declarations are submitted in advance and a compiled list presented to the General Assembly. Those who have paid the membership fees according to the rules and deadlines are eligible for election. The Board will be responsible for the implementation of this requirement.

Chapter 12

FINANCES, FUNDS AND STETEMENTS OF ACCOUNTS OF THE ASSOCIATION AND AUDITING REPORTS

48.

The Association

  1. shall subsist on its own funds
  2. shall take the responsibility of carrying out the financial matters of the Association
  3. has the right to receive grants, contributions or loans from Government institutions, any international organisation or donor, any financial entity or individual persons.

49.

The funds of the Association shall be placed on accounts in banks, as determined by the Board and shall be spent in accordance with the financial guidelines of the Association.

The Association can open accounts in foreign currency.

50.

The Association shall manage the statement of accounts on income and expenditure. The report of The Auditor shall include:

  1. The Director of Administration and Finance shall be responsible for drawing the Statement of accounts on income and expenditures.
  2. Not later than February 15. the financial report shall be submitted to the Board together with external Audit Report
  3. The statement of accounts and report of external auditor shall be submitted to the Annual General Assembly.
  4. The annual statement of accounts shall be sent to Registar of Companies for registration within 21 days from the date of the General Assembly.

51.

The Board of Directors and the Executive Director shall provide annual reports to the AGMs or whenever requested by an EGM.

52.

The accounting year of THE ASSOCIATIONis from 1. April to 31.March .

 Chapter 13

AUDITING

53.

The Board shall select an authorised auditing company to make inspection of the financial activities of THE ASSOCIATION.

The auditing shall be carried out in accordance with effective regulations on auditing.The audit shall be conducted not less than once a year within the due period.

The Executive Director shall be entitled to make a contract with the selected audit company. Termination of the contract with the auditor shall be implemented upon approval of the Board in accordance with the grounds and regulations stipulated in auditing regulations.

54.

The Auditor

I.          shall carry out the following functions and duties relating to financial fund    and statement of accounts on income and expenditure:

  1. auditing the documents relating to finance, documents relating to accounts on income and expenditure and account books
  2. examining and enquiring the responsible persons relevant to accounts and income and expenditure

II.         shall audit the statement of accounts on income and expenditure drawn        up by the Director of finance and Administration and compile the report         of the Auditor.

55.

The members of the Board and the responsible persons of the staff shall assist in the auditing works of the Auditor

56.

The Association shall take the responsibility to prevent corruption for the purposesof raising the awareness of ethics in society.

In case the Association deems it necessary to eliminate legal, institutional or

administrative inconsistencies for the prevention of corruption, or to address otherrelated issues, then it shall promptly improve or rectify the foregoing.

By using such reasonable means as educational and promotional activities, the Association shall make strenuous efforts to raise the awareness of its employees andcitizens on the prevention of corruption.

The Association shall make determined efforts to promote international

cooperation and exchanges for the prevention of corruption.

Chapter 14

AMENDMENTS TO THE ARTICLES

57.

The present Articles can be amended by the decision of two thirds of the majority of the votes on the GA.

 

In case a proposal to amend the Articles shall be discussed at an Annual or Extraordinary General Assembly, members have to be notified individually 21. days prior to the meeting, informing about the suggested amendments.

Chapter 15

 DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION

 58.

The Association may be dissolved by one of the following reasons:

(a)  Passing judgement by the Court of Law as insolvent under the Insolvency Act.

(b)  Passing order to dissolve The Association by the Ministry of National Planning and Economic Development under the Myanmar Companies Act

(c)   Passing judgement by the Court of Law to dissolve The Association under the  Myanmar Companies Act

59.

In the case of dissolving THE ASSOCIATION, the following procedure has to be adopted:

  1. notification to all members individually 21 days prior to the commencing day of the General Assembly on which the issue is to be decided
  2. Liquidation shall be made with the resolution of three fourths majority of members attending the Annual General Assembly of the Extraordinary General Assembly, which is especially called for this purpose.

60.

When deciding the dissolution of The Association, the GA shall indicate the name of any THE ASSOCIATION or foundation that shall receive the assets remaining after discharge of any liabilities held by The Association. The Association(s) or foundations(s) chosen shall have the same or similar objectives as THE ASSOCIATION.

 Chapter 16

TEMPORARY BOARD OF DIRECTORS

 61.

The persons in the attached list are to act as temporary Board of Directors until a regular Board can be elected in line with the Articles of The Association.

62.

The temporary Board of Directors are to carry out the duties of The Association up to the time , the Board of directors are duly elected at an Extraordinary General Assembly to be held within 4 months after The Association gets registered in the Company Registration Office.

 Chapter 17

MICCELLANEOUS

 63.

In accordance with the resolution of the Founding General Assembly, these Articles of The Associationis hereby adopted on the 4. May 2014.

64.

The Memorandum of The Association and these Articles of The Association shall take effect commencing from the date of issuance of license for registration of The Association under section 26 of the Myanmar Companies Act.