1.1 Considering that Cambodia has suffered over 2 decade’s of-war, which claimed more than a million innocent lives, many of which were media professionals.

1.2 Considering that majority of media professional survivors are living abroad and that there are only a few local media professionals, especially female journalists.

1.3Considering that interest and understanding of women’s issues is low in Cambodia.

1.4 Considering that media has played a crucial role in educating Cambodians from all social classes and in all work Sectors.

1.5Considering Article 41 of the Kingdom of Cambodia, which states that Cambodians have the right to publicize their ideas and freedom of press, and Article 42 which states that men and women have equal right in all fields.

1.6Considering the above-mentioned facts, five women, all of whom worked in the media sector founded the Women's Media Centre, in accordance with Article 42 form the Kingdom of Cambodia Constitution.

1.7Considering that the Women’s Media Centre has grown from an initial membership of five to a membership (2006) of over 60 since its creation,

1.8Therefore, this STATUTE for WMC is amended from and replaces previous STATUTES in order to reconstitute the Governance and Management structures and rules for the operation of WMC to meet the challenges of the enlarged staffing and complexities of the organisation and to be in a position to manage future growth in an efficient and effective manner.

1.9These changes have been requested and agreed by the required 2/3rds majority of the members of the current Advisory Board.

2.1 Media Centre is called "Women's Media Centre of Cambodia" and hereinafter referred to as either “WMC” or “the Centre”.

2.2WMC was founded on 1st January 1995. It is registered at the Ministry of Interior, as a Cambodian non-governmental organization on 25 May 2001.

2.3Women's Media Centre of Cambodia is a local, non-profit, non-governmental organisation, which has no political affiliation and which is committed to the principle of neutrality in its work.

2.4A Cambodian woman with a video camera and a sound recorder on her left shoulder, representing Cambodian newswomen, represents the logo of Women's Media Centre of Cambodia. Behind her back, there is an antenna, which represents radio and television broadcasting systems in Cambodia. Under the crescent, there is an English phrase "Women's Media Centre of Cambodia".

2.5The jurisdiction of WMC shall be within the Kingdom of Cambodia or in other countries as appropriate.

3.1The headquarters of Women's Media Centre of Cambodia is located at: N° 30, St. 488, Sangkat Phsa DemthKov, Khan Chamcar Morn, Phnom Penh, Cambodia. PO Box: 497, Tel.: (855) 23-223 597, Email address: This e-mail address is being protected from spambots. You need JavaScript enabled to view it , Website: www.wmc.org.kh

3.2WMC may change its address on the agreement of 2/3 of its Board of Directors.

4.1The Women's Media Centre of Cambodia envisions a society where women and men have equal opportunity, where they are portrayed with respect and dignity, and where their roles and contributions to social development are recognised and valued by all.

4.2WMC is an independent and non-partisan Cambodian women's media organisation dedicated to improving the status of women in Cambodia. Its three fold mission is

4.3To use the media services to educate, lobby and increase awareness of women's rights in Cambodian society;

4.4To use the media services to empower women by providing information on socioeconomic issues which affect their lives, and by giving them a voice on these issues;

4.5To advocate for the positive portrayal of women in the public media, and to encourage and support women in the media professions.

5.1WMC shall adopt and work within the values and beliefs stated in the WMC Strategic Plan 2005 to 2009.

5.2WMC is to carry out its work without monetary gain to its members, and any profits or other assets of WMC are to be used solely for promoting the Mission and Objectives of WMC objectives.

5.3No part of the Centre's income and budget shall go to any individual who works for WMC except for salary and service charges as indicated in the policy of WMC.

5.4No staff member of WMC shall use WMC's name for personal benefit or for the benefit of a group or any political party.

5.5WMC shall not offer employment or contracts to companies owned by relatives or family members of its employees or of its Board of Directors.

5.6WMC shall operate in accordance with the laws of the Kingdom of Cambodia.

6.1WMC has 2 kinds of members.

6.2WMC shall have a Board of Directors comprised of persons interested in furthering the Objectives of WMC and providing their services on a voluntary basis.

6.3The employed staff of WMC who manage and implement all areas of its work to achieve WMCs Mission and Objectives, while they remain in the employment of WMC.

6.4The Board of Directors is responsible for enactment of this Statute for WMC towards achievement of the Mission and Objectives of WMC.

6.5The employed staff of WMC is responsible for managing and implementing the projects, programmes and productions of WMC towards achieving the Mission and Objectives of WMC as written and agreed in its Strategic Plan 2005 to 2009 and reviewed, amended and approved by the Board of Directors from time to time.

6.6WMC may recruit short to medium term advisers, consultants and volunteers to assist it in achieving its Objectives. Such persons, whether paid or not for their services, will not be regarded as members of WMC.

6.7However, any person recruited for a period of one year or more, whether the service is continuous, part time, paid or unpaid or on a series of short assignments, shall be considered a member of WMC while so engaged.

7.1The Structure of WMC shall be determined by the Executive Director in consultation with the Management Team of WMC and be subject to approval of the Board of Directors. The structure shall include the following functions, organized as Departments and Sections so as to achieve maximum cooperation, learning and productivity in pursuance of the overall Objectives of WMC:

7.2Audio Visual and TV: To co-operate with local and international NGOs to produce television campaigns on cutting edge social issues in Cambodia, and produce weekly TV programs for the general public to portray and explore women's issues in Cambodia. The team carefully selects the themes they will address according to hot issues in Cambodian society. Programmes are broadcast on TV stations across Cambodia. To distribute these programmes by other means where there is no or limited broadcast cover. To achieve assistance from NGOs, Government and others who are interested in the programmes. To make recordings of programme products to supply to other broadcasters and organisations interested in distributing the products of WMC to achieve the Mission and Objectives of WMC. To generate income for this work and for WMC as a whole through the sale of programme products to clients, the rental of equipment for appropriate purposes and through the support of donors. To work cooperatively and productively with all other Departments and Sections of WMC and with appropriate Partners in pursuance of the Objectives of WMC.

7.3Radio Production and Broadcasting: To produce educational and entertainment programmes, live broadcasts, daily news bulletins, and co-operate with local and international NGOs in producing their activities to broadcast over Radio WMC FM102 and its relay stations. To make recordings of programme products to supply to other broadcasters and organisations interested in distributing the products of WMC to achieve the mission and objectives of WMC. To generate income for this work and for WMC as a whole through the sale of programme products to clients, advertising, the rental of equipment for appropriate purposes, and through the support of donors. To work cooperatively and productively with all other Departments and Sections of WMC and with appropriate Partners in pursuance of the Objectives of WMC.

7.4External Affairs and Networking: To develop and maintain links with women's local and international groups to bring together various women's groups and organizations to share their experiences and knowledge on the use of the media to support achievement of the Mission and Objectives of WMC. To improve the portrayal and participation of women in the media. To develop a network of Mobile Broadcast Units and other means to provide people in Cambodia with no or limited access to broadcast radio and television with information on women’s issues produced by WMC and by others. To research the information required for the Radio and AV Departments and to monitor and evaluate these programmes. To coordinate the participation of WMC in campaigns. To generate income for this work and for WMC as a whole through the sale of programme products to Clients and through the support of Donors. To work cooperativley and productively with all other Departments and Sections of WMC and with appropriate Partners in pursuance of the Objectives of WMC.

7.5Finance: A Finance section is responsible for financial management, and income and expenditure management of WMC. To work cooperativley and productively with all other Departments and Sections of WMC and with appropriate Partners in pursuance of the Objectives of WMC.

7.6Human Resources: A Human Resource section to develop and support staff with the implementation of personnel policies that meet the Labour Laws of Cambodia and any best practice guidelines for NGOs in Cambodia. To work cooperativley and productively with all other Departments and Sections of WMC and with appropriate Partners in pursuance of the Objectives of WMC.

7.7Administration Staff required for the day to day operational support to the work of WMC, including fixed asset management, secretarial support, drivers, receptionist(s), guards, cleaners etc. These staff may be managed centrally or deployed to work with specific staff teams as appropriate and determined by the Management Team of WMC.

7.8Management Team: An Executive Director shall be appointed to take overall charge of WMC under the direction of the Board of Directors. The Executive Director will form a Management Team of managers and heads of sections, plus representation from the non management staff body. The Management team shall be a required structure of WMC with the duties and responsibilities as defined below.

7.9The number of departments and sections of WMC and the organizational structure and management arrangements can be changed in order to improve and achieve the broad objectives of WMC. (For example by the additional of a sections for Fundraising and Marketing)

7.10Any changes made to the organisational structure of WMC will be developed by the Executive Director in consultation with the Management Team and Staff and must be approved by the Board of Directors.

8.1The current arrangement whereby WMC is managed and directed by between 3 and 5 Co-Directors shall be replaced through the appointment of an Executive Director and establishment of a Management Team.

8.2Changes to these arrangements will be made only with the express approval of the Board of Directors, to whom the Executive Director shall report on all progress and matters of significance in the running and operations of WMC, as defined and required by the Board of Directors

8.3The powers and responsibilities of the Executive Director shall be as defined herein:

8.4The Executive Director shall be hired and managed by the Board of Directors, who will formally appraise her or his performance at least every six months using the appraisal system developed for all the staff of WMC. When necessary, the Board shall take disciplinary action and if appropriate terminate the contract of the Executive Director.

8.5The Executive Director shall form and head a Management Team comprising at least the heads of each department and principle sections of WMC, including the heads of Audio-Visual, Radio, Networking and External Affairs and Finance and HR sections.

8.6A representative of the staff body shall be invited to attend all meetings of the Management Team. This staff representative will be one of the elected members of the Staff Council of WMC. See Article 9 .

8.7The Executive Director will organise meetings of the Management Team at a minimum of one every two weeks. These meetings will discuss progress with the work of all departments and sections and will ensure that WMC is working as one organisation towards achieving its Strategic and Annual Plans and Objectives.

8.8The Executive Director shall seek consensus on decisions s/he takes on the direction and management of WMC through discussion with the Management Team.

8.9Exceptionally, the Executive Director may call for a vote within the Management Team on a decision for which consensus is not reached. However, the Executive Director shall be responsible to the Board of Directors for all major management decisions taken and for their implementation.

9.1A Staff Council shall be formed from the staff body of WMC.

9.2The purpose of the Staff Council shall be to represent staff views to Managers and to the Board of Directors of WMC, and to provide a forum for consultation with staff on the development of staff policies, rules, and other matters that may affect staff in their work and personal and professional development.

9.3Each Department or section of WMC with more than four staff (including their managers) shall be entitled to elect a representative to the Staff Council. Sections with fewer than four members of staff may group with other departments or sections in order to achieve representation.

9.4Staff representatives to the Staff Council shall serve for a period of up to two years.

9.5Elections will be held to appoint a new representative at the end of the two year period, or on resignation of a Staff Council member, or a member leaving the employment of WMC

9.6The Staff Council shall determine the frequency of its meetings and shall have the right to request the presence of a member of the Management Team at meetings of the Staff Council for consultation and information purposes at reasonable intervals.

9.7The Staff Council shall have the right to assign any one of its Members to attend meetings of the Board of Directors and of the Management Team of WMC with observer, non voting status, other than closed meetings held on subjects deemed to be confidential.

9.8The Staff Council may request the Management Team and the Board of Directors include agenda items for discussion at meetings of the Board and of the Management Team.

10.1TheBoard of Directors replaces the former Advisory Board of WMC.

10.2WMC shall be governed by the Board of Directors. The Board will guide WMC in the achievement of its Vision, Mission and Objectives as set out in its current Strategic Plan and to work effectively and efficiently within its Values.

10.3The Board of Directors shall comprise persons interested in furthering the Mission and Objectives of WMC

10.4The Executive Director of WMC shall be a non voting member of the Board. In addition, members of the Management Team of WMC shall normally be present at Board meetings as non-voting participants, including a staff person representing the non management staff of WMC through the Staff Council.

10.5The Board of Directors may conduct closed meetings, or closed sessions of parts of Board meetings, at which Directors only are present when it is considered appropriate and justified to do so to fulfill its responsibilities.

10.6The Board may co-opt individuals to assist the Board with its work. Such persons will not have the right to vote.

11.1After adoption of this amended STATUTE for WMC the current Advisory Board Members shall become Directors of the Board of Directors of WMC.

11.2An Advisory Board Member may choose to resign should they believe they are not in a position to fulfill adequately the duties and responsibilities of membership of the Board of Directors of WMC as defined hereinafter.

11.3Additional persons shall be recruited to the Board to achieve full Board numbers.

11.4The Board of Directors shall be no less than 5 persons and no more than 9 persons.

11.5In identifying and appointing Board Directors the aim shall be to build a Board of Directors with the following broad overall experience: strategic thinking, media practice, management competencies, strong financial skills, social development and research, gender theory and practice in development, the Law and legal processes in Cambodia, personnel and human resource management, broadcasting and publications.

11.6All persons serving on the Board must demonstrate commitment to gender equity and a positive approach to gender issues and the rights of women.

11.7All candidates will be briefed on the duties and responsibilities of Directors by a Board Director or a senior member of the staff of WMC.

11.8Board Directors will not receive any remuneration for their services other than reimbursement for their expenses and reasonable and occasional expressions of appreciation for services as Board Directors.

11.9Board Directors shall declare any conflicts of interest that could arise in their capacity as Board members, including financial, political or any other form of personal gain or influence that may result from their membership of the Board.

11.10Board Members shall not be entitled to work in any paid position for WMC, for example by undertaking consultancy assignments. Any such work undertaken by a Board Director must be on a voluntary, expenses only basis and without any other form of personal benefit.

11.11Board members shall serve in their personal capacity.

11.12After the Board of Directors is created from the existing Advisory Board members, the Board will appoint each Director for a period of between 1 to 2 years according to the already completed terms of office on the former Advisory Board and wishes of the Advisory Board member

11.13Board members may normally stand for re-election to the Board for a maximum of three two year terms.

11.14Elections for new Board Directors will be held annually when there are vacant positions.

11.15Candidates for Board Directorships shall be nominated by any stakeholder of WMC, including Staff, donors, existing Board Directors and partner and client organisations of WMC. With a minimum of two female representatives on the board.

11.16Nominated persons shall indicate to the Chair or Secretary of the Board their readiness to stand for election and if elected to serve on the Board of WMC.

12.1All current Board members shall participate in elections of new members.

12.2Board elections shall be by a simple majority vote of all existing Board Directors, with candidates gaining the most votes being appointed.

12.3Votes may be cast by post, email, facsimile, telephone to the Chair of the Board or the Secretary or other means that can be verified.

12.4Board Directors may stand for reelection for a maximum of three 2 year periods.

12.5New Board Directors shall undergo an appropriate induction process to WMC and its Board of Directors, to include briefing by staff of WMC and the provision of an induction pack of information on WMC and its work, systems, STATUTE and rules.

12.6At the first meeting of the Board following elections The Board shall elect its own officers.

12.7Officers of the Board of Directors shall be a Chair, Vice Chair, Secretary and Treasurer. The office of the Secretary may, if desired by the Directors, be occupied by the Executive Director of WMC as a non-voting member of the Board of Directors.

12.8Should either the Chair and Vice Chair both be unable to perform their duties, the Board shall appoint another Director to act as Chair for such period as the Board determines.

13.1The Board will form an Executive Committee to provide support to WMC when the Board of Directors is not in session.

13.2The Executive Committee shall consist of the Chair, Vice Chair, the Secretary and the Treasure. The Executive Committee shall act on behalf of the Board of Directors on business that requires attention between full meetings of the Board.

13.3The Treasurer shall have the custody of the corporate funds, securities and assets of WMC and ensure that full and accurate accounts of receipts and disbursements are recorded and kept by WMC in banks or other depositories as the Board of Directors determines.

13.4The Treasurer shall present to the Board at an Annual Meeting, or whenever else required to do so, an account of all transactions and of the financial position of WMC.

13.5The Secretary shall ensure that all decision and votes of the Board are minuted together with the minuted record of all discussions at all Board of Director meetings.

13.6The Secretary shall ensure that notices of meetings of the Board and the Executive Committee of the Board are given to Board Members and other participants in good time and normally 21 days before any meeting.

13.7The Secretary shall ensure that all records and files of the business of WMC are kept as required by Law and as required by the Board of Directors.

13.8Additional sub Committees of the Board comprising one or more Directors may be created for specific purposes as agreed necessary by the Board Directors. Sub-Committees may be temporary or permanent with purposes and rules defined by the Board of Directors and providing reports to the Board.

14.1The Minutes of every Board meeting shall be recorded in Khmer and English.

14.2The minutes of all Meetings shall be made available to all staff, other than the minutes of closed sessions.

14.3The minutes of meetings shall be distributed to the Board of Directors two weeks after the meeting and to staff immediately the Board has adopted the minutes.

14.4The Minutes of the Meeting shall be kept and filed in hard copy and electronically.

15.1The Board of Directors will:

15.2Ensure that the strategies designed and adopted by WMC from time to time are consistent with the achievement of its Objectives within the changing context of Cambodia and internationally.

15.3Recruit, appoint, suspend or remove the Executive Director and Department heads of WMC.

15.4Support the Executive Director and undertake a six month Apprasial of the performance of the Executive Director and reviews progress against targets at each Board meeting.

15.5Ensure that WMC has a current Strategic Plan and review progress with its implementation through written and verbal reports from the Executive Director and members of the Management Team

15.6Require the presentation of Annual Plans and Budgets by the Executive Director and Management Team and review and approve all such plans and budgets.

15.7Ensure that WMC has and maintains proper policies for the management of its resources including staff, funds, materials, property and all other assets to achieve total accountability and transparency in the use of all resources available to WMC.

15.8Approve proposals and budgets for submission to donors and clients for major funding for WMC.

15.9Ensure that WMC meets all its obligations to audit its operations and financial position and has transparent and efficient procurement and other financial systems in place and operating.

15.10Based on recommendations provided by the Executive Director and the Management Team, the Board of Directors shall make decisions on significant matters affecting WMC, organisational structure and numbers of staff, salary levels of staff, including that of the Executive Director and other managers, major investment decisions, such as office location, expanded broadcasting facilities and stations, purchase of major assets such as land, and the like.

15.11Make decisions by consensus and where necessary by a simple majority vote, except for decisions where a 2/3rds majority is required as set out in this STATUTE. The Chair shall exercise a casting vote in the even of a tied vote.

15.12Provide active support and advice with the raising of funds and fanance for WMC and to represent WMC at formal and informal engagements where the presence of a Board Director may enhance the image of WMC.

16.1A Board Director who chooses not to extend her/his term should inform the Board Chair in writing one month before the effective date.

16.2In the case when the Chairperson or Vice Chairperson resigns from the Board, a new member shall be recruited and a re-election of officers shall he held to choose the new Chairperson or Vice Chairperson.

16.3The Board of Directors may nominate new Board members when there is a vacancy. A new Board member shall be appointed with a 2/3 vote of the Board of Directors.

16.4If any member of the Board of Directors does not perform her/his responsibilities or acts against the principles and values of WMC, the Board of Directors may decide to terminate her/ his term with due process. In such a case, the Board will invite the member to discuss the problem and may then decide to retain or dismiss the member. Decision cannot be made if any Board member is absent. 2/3rds of votes of the Board members are required to retain or dismiss the member.

17.1A quorum of 2/3rds of the Board is required to hold a meeting and for decisions taken by the Board in their meetings to be binding.

17.2The regular meetings of the Board shall be held four times a year, every 3rd Saturday of January April, July and October.

17.3Permanent or extraordinary meetings can he convened provided that there is a quorum of 2/3rds of Board members present.

17.4In any circumstances, the Chairperson or Vice Chairperson of the Board may request for a meeting with the Executive Director (and Management Team) of WMC. The Executive Director may also request for individual meetings with any of the Board members to consult about specific concerns or issues of the organisation.

17.5Any member of the Board of Directors who is absent for 2 successive meetings may, at the discretion of the Board Directors, be considered to have resigned from her/his position. The Board may then replace her/him with a new member.

18.1WMC may receive assistance in the form of money materials and land or other assets from NGOs and International Organisations, commercial clients and communities, the United Nations, the Government, individuals, or members of any associations on the condition that there is no intent to influence, or benefit the individual contributor or contributing organisation or institution, which is against the organisation's policy.

19.1WMC shall maintain proper records, which reflect: the detailed income and expenditure of WMC, the assets held by WMC and the liabilities of WMC.

19.2WMC’s budget and funds shall be deposited and held at a bank account designated solely for that purpose. All cheques, drafts, and orders for payment of money shall be signed in the name of WMC by such officer(s) as designated by the Board of Directors and to limits determined by the Board of Directors.

19.3The Board of Directors may specify the inclusion of one or more Board Directors as signatories for the transaction of the business of WMC that is of significant size and importance if it considers if in the view of the Directors, this is in the best interests of maintaining transparency.

19.4The Board of Directors will avoid imposing restrictions on the transaction of the business of WMC that may delay the progress of the work of WMC without due and justified reason.

19.5WMC’s fiscal year shall begin January 1 and terminate on December 31.

19.6The fiscal year of each program starts from the date when the budget is received, and ends on the date agreed with the donors. A fiscal record is to be noted and kept as a formal document by the program directors, a copy of which will be provided to the finance officer.

19.7The accounts of WMC shall be audited each year by an external auditor.

19.8WMC will employ an accountant, and appropriate supporting staff to facilitate the financial management, and financial reports to donors, or other sources.

19.9No individual member of WMC, Staff or Director, may use the budget of WMC for any unplanned work or expenditure or for personal benefit. Any such inappropriate action shall be reported to the Board of Directors and appropriate action taken, including dismissal in all cases of deliberate fraud, misuse of funds and resources or dishonesty.

19.10Income and expenditure accounts and balance sheets are to be prepared at the end of each financial year and copies are to be sent to all Board Directors and the Management Team.

20.1In case of closure of WMC, the, property and budget remaining after official use will be donated to any associations with similar programs and objectives, which have the legal right to accept the donation in respect of the policy of the Kingdom of Cambodia. This will be decided by a 2/3rds agreement of the Board of Directors. In the case where donors have a claim on the property and remaining budget, WMC will return the property and budget in accordance with the laws of Cambodia and the donor's policy.

20.2No individual may allocate the budget and property of WMC for personal purposes when WMC is formally closed. All assets, resources and funds shall be frozen until proper and legal decisions are taken on their disposal.

21.1 The Statute of WMC shall be enacted and may be amended or repealed by a 2/3rds vote of the Board of Directors.

22.1The Board of Directors shall see that all necessary books and records of WMC required by the Statute, the Laws of Cambodia and requirements of donors and clients providing funds and investment are regularly and properly kept.
 

Phnom Penh, 20 September 2006

TIVE Sarayeth, Chea Sundaneth, Som Khemra

Mr. Sok SamOeun, Mr. Him Suong, Ms. Ruth A Chinte,
Ms. OukVong Vathiny, Mr. Sek Barisoth, Ms. Oung Chanthol, Dr. Lao Mong Hay

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