1. Background and purpose

1.1. The HIA! Digital Network Members Advisory Board (hereinafter referred to as the “Board”) is hereby established and will operate from 1 July, 2017;
1.2. The relationship between the Members (those individuals or entities that are registered as members of the HIA! Digital Network) and the HIA! Digital Network (hereinafter referred to as the “Network”) and between the Members of the Network themselves will be overseen by the Board in accordance with this Terms of Reference and any amendments thereto;
1.3. The relationship between the Network and the HIA! Digital Network (Pty) Ltd (hereinafter referred to as the “Company”), a company registered in South Africa, and responsible for the formation, management, operations and activities of the Network, will be overseen by the Board; and
1.4. The purpose of this Terms of Reference is to formalize the duties of the Board.

2. Responsibilities

2.1. The activities performed by the Board include, but are not limited to:

2.1.1. Supporting the overall purpose and values of the Network as determined by the Company;
2.1.2. Providing a voice to the Members of the Network;
2.1.3. Recommending changes and/or guidance notes, where appropriate, to enhance clarity on the Code of Conduct developed by the Company, to ensure that it is appropriate for the achievement of the overall purpose and values of the Network;
2.1.4. Reviewing administrative and legal documentation relating to Members for the registration and continuation of Members into/in the Network;
2.1.5. Providing suggestions and advice to the Company for the effective and efficient application of these registration and continuation processes;
2.1.6. Supporting the Network in promoting the growth, value, reputation and brand of the Network, the Company and the Members themselves; and
2.1.7. Reviewing any complaints by and against Members and carrying out disciplinary reviews relating to any complaints against Members to determine an appropriate course of action;

2.2. Communicating the progress of the Network to the Members and other stakeholders to ensure transparency; and
2.3. Dealing with any other Membership related issues that might arise from time to time.

3. Timing and structure

3.1. The Board shall meet at least twice a year;
3.2. The Members are represented by the Board;
3.3. The first Chairperson of the Board, together the first Members of the Board, will be appointed by the founder of Network. Thereafter, the Members will nominate representatives from amongst themselves. The Chairperson will be appointed from amongst the elected Members of the Board and shall serve for a period of at least 1 year to ensure continuity but no longer than 3 years;
3.4. The Board shall consist of at least 6 Members of the Network;
3.5. The founder of the Network or his alternate will be a member of the Board;
3.6. At least one third of the members (excluding the founder) shall rotate off the Board on an annual basis; and
3.7. At least 60% of the appointed Members shall all be present to ensure the meeting is quorate.

4. Reporting and amendments

4.1. The Board shall determine how it will report its activities to the Members to ensure transparency;
4.2. The Board shall report to the Members at the Annual General Meeting.

5. Amendments

5.1. Any amendments to this Terms of Reference should be submitted to the Company for consideration.