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Constitution of the Internet Service Providers' Association
(As amended February 2006 | with minor edits June 2007, March 2008)


1. Name

1.1 The name of the association is the Internet Service Providers' Association.
1.2 “ISPA” is the official abbreviation for the Internet Service Providers' Association.

2. Interpretation

In this Constitution, "Internet access providers" shall mean persons that provide Internet access.

3. Purpose

The ISPA is an independent body and voluntary association acting in the interests of Internet access providers in South Africa and generally dealing with matters related to the provision of Internet access in the Southern African region.

4. Mission

The ISPA's mission is to provide a non-profit forum in which Internet access providers can address issues of common interest and interface with industry stakeholders so that end- users receive world-class service and industry participants earn a fair return on their investments.

5.Mission Success Factors

The ISPA's mission success factors are:

5.1 To determine the needs of end-users in South Africa on an on-going basis;
5.2 To be a source and repository of relevant information for its members;
5.3 To influence industry regulation and policy in South Africa concerning structures, policies, tariffs and competition;
5.4 To support and promote the implementation of regulated competition in the Internet access providers' industry;
5.5 To keep track of international communication trends;
5.6 To promote staff development and training in respect of its members; and
5.7 To extend Internet access to historically disadvantaged communities in South Africa.

6. Structure

6.1 The ISPA will consist of a general body of members involved in the provision of Internet access predominantly in South Africa.
6.2 The ISPA membership will elect a Management Committee to manage its day-to-day affairs.
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 fit to deal with specific matters of the ISPA, as contemplated in 15 below.

7. ISPA Membership

7.1 The membership of the ISPA shall consist of persons that provide Internet access in South Africa.
7.2 The Management Committee may approve applications for membership from persons that provide Internet access or related services in other countries, situated in the Southern African region, to join the ISPA as non-voting members.
7.3 All applications for membership must be made via the on-line ISPA membership application form housed on the ISPA Home Page at, or by such other means as may be determined by the Management Committee from time to time. No person will be admitted to be a member of the ISPA unless the Management Committee has approved his application for membership. The Management Committee shall be entitled, to deny membership to any person who applies provided that in such an event, such application may be approved by a majority of the members of the ISPA, subject to the provisions of 7.4 below.

7.3.1 All ISPA members must comply fully with the ISPA Code of Conduct within thirty days of acceptance of their membership application, and must provide ISPA with an annual statement of compliance with the Code.

7.4 The size of the ISPA will be restricted to such number of members, as may be determined by the Management Committee from time to time in their sole discretion, which will ensure effective functioning of the ISPA.
7.5 Suspension and Termination of membership:

7.5.1 A member may terminate his membership of the ISPA at any time in writing to the Management Committee;
7.5.2 A member's membership may be suspended and/or terminated by a majority vote of the members of the ISPA;
7.5.3 The Management Committee shall have the power, in its sole and absolute discretion, to suspend and/or terminate a members membership if: the member is guilty of conduct detrimental to the constitution and/or interests and/or objects of the ISPA; or the member is sequestrated, surrenders his estate, or being a company is wound up or placed under judicial management; or the member, after written notice by the ISPA, fails to pay the prescribed membership fee that may be due and payable within 90 days of the due date for payment of membership fees or within a reasonable time of such notice, whichever is the greater; or the member after reasonable written notice fails to comply with all or any of the terms and conditions of membership determined by the Management Committee from time to time; or a Complaints Panel constituted in terms of the ISPA Code of Conduct and the Code of Conduct Complaints Procedure has resolved that the members membership of ISPA should be revoked (whether such resolution was made alone, or in conjunction with another resolution, or as an alternate or suspended resolution should the member not comply with a warning or fine) and such resolution has been upheld on appeal, or no appeal has been lodged or such resolution is of a Complaints Panel considering an appeal.

7.5.4 The Management Committee shall notify a member of such suspension and/or termination and shall furnish its reasons for suspending and/or terminating a member's membership to that member, in writing.
7.5.5 A member whose membership has been terminated shall remain liable for all sums that may at the date of termination of his membership be due by him to the ISPA and shall not be entitled to any refund of any monies already paid nor have any claim against the ISPA of whatever nature and for whatever cause.
7.5.6 Suspension shall be for a defined period of time or until the happening of a defined or ascertainable event, where after such members membership shall be reinstated. During such suspension, the member shall remain liable for the payment of membership fees but not enjoy voting rights and shall forfeit such other rights of members, as noted by the Management Committee in the suspension notice it shall not be necessary to suspend a members membership before terminating such membership.

8. Local Branches

8.1 The Management Committee may, in its sole discretion, authorise the establishment of a local branch of the ISPA in any designated centre of South Africa.
8.2 A local branch shall be deemed established when the Management Committee approves the delegation of the powers of this Constitution to the centre in question.
8.3 Local branches shall act in accordance with general directions framed and adopted by the Management Committee and shall report to the Management Committee annually on their activities or within such other periods as the Management Committee may determine from time to time, which periods may be different in respect of different local branches.

9. Finances

9.1 Members will be required to pay such membership fees and by no later than such dates as may be determined by the Management Committee from time to time.
9.2 The Management Committee may, at its sole discretion, determine and institute different categories of membership and may prescribe different membership fees for such different categories. In this case, members will be equal members of the ISPA irrespective of any categorisation for the determination of fees, save to the extent that this Constitution provides otherwise or that the Management Committee determines otherwise at the time of creating such different categories.
9.3 Notwithstanding anything to the contrary contained herein, no member (or his representative) whose membership fees have not been paid on the due date therefore will be entitled to vote at any meeting of the ISPA or the Management Committee for as long as such membership fees remain outstanding.
9.4 Members will be responsible for all of their own expenses in connection with their membership of the ISPA. Exceptions to this rule require prior written Management Committee authorisation.
9.5 The Management Committee may accept unconditional offers from members or any other organisations to pay for special projects undertaken by the ISPA.
9.6 The Management Committee will be entitled to charge special levies to ISPA members from time to time to fund special projects of the ISPA which are necessary for or ancillary to the ISPA's mission as contemplated in 9.4 above, provided that such a special levy will have to be accepted by a majority of the ISPA membership as well.

10. Structure of the Management Committee

10.1 ISPA members will, at their annual general meeting, elect seven Management Committee members to serve a twelve month term of office. These elected persons will form the Management Committee of the ISPA and shall all be natural persons. The Management Committee must elect a Chairperson (or joint-Chairpersons) and a Treasurer from the elected members.
10.2 The Management Committee will be entitled, but not obliged, from time to time to co-opt such additional members to the Management Committee 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.
10.3 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 ISPA for the remainder of such term.
10.4 Upon a motion of no confidence in any office bearer supported by a majority vote of the members of the ISPA, such office bearer will be removed from his office and the provisions of 10.3 above shall apply.
10.5 The Management Committee shall hold not less than 1 (one) meeting during every two month period and may choose to hold additional meetings of the Management Committee, as and when necessary to the fulfilment of the Management Committees duties.
10.6 If any Management Committee member has not been present in person or via a teleconferencing link at (3) 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.

11. Duties of the Management Committee

11.1 The primary duty of the Management Committee is to further the ISPA's mission, as specified in section 4 of this Constitution.
11.2 The Management Committee shall report on its activities and the affairs of the ISPA at all general meetings of the members of the ISPA.
11.3 The Chairperson(s) shall preside at all meetings at which he or she is present and shall enforce observance of the Constitution, sign minutes of meetings after confirmation, exercise supervision over the affairs of the ISPA and perform such duties as customarily pertain to the office of Chairperson.
11.4 Where two joint-Chairpersons have been elected, the Chairperson for any given meeting will be agreed beforehand and the member not occupying the chair will only have the rights accruing to a Management Committee member. In the event that no agreement on the foregoing can be reached, the majority of all other members present at such meeting will determine the Chairperson of such meeting, which may not be any person other than one of the joint-Chairpersons.
11.5 The Treasurer shall be responsible to the members through the Management Committee for ensuring the proper collection, administration and disbursement of the funds of the ISPA and that all legal and fiscal requirements are met.
11.6 The Management Committee shall appoint such persons, to act, on its behalf, as the Secretariat and Bookkeeper of the ISPA from time to time and to perform such functions and duties as are prescribed in this Constitution and as the Management Committee may from time to time determine, provided that these persons will not be required to be members of the ISPA and that, if they are not members of the ISPA, may be remunerated for their services as the Management Committee may determine.

11.6.1 Duties of the Secretariat shall include, inter alia: Receiving requests for meetings; Assuming responsibility for all ISPA correspondence; Keeping originals of letters received and copies of those dispatched; Attending all meetings, recording minutes of the proceedings and distributing such minutes to members of the ISPA, provided that the distribution of minutes may take place in complete or abridged form, at the discretion of the relevant meeting and/or the Management Committee; and Keeping a register of all members and associated information.

11.6.2 Duties of the Bookkeeper shall include, inter alia: Maintaining the ISPA's accounts in such bank accounts as may be approved by the Management Committee from time to time; Ensuring that all financial information of the ISPA is available at meetings for discussion and approval; and Tabling a financial statement of the year's transactions at each Annual General Meeting for approval by the membership.

11.7 Prior to any Annual General Meeting, the Management Committee shall appoint a person or organisation to audit the financial statement, which is to be tabled thereat.

12. Powers of the Management Committee

12.1 In addition to anything contained in this Constitution and subject to the limitations stipulated in paragraph 12.3, 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 ISPA.
12.2 The Management Committee is empowered to:

12.2.1 Administer the assets of the ISPA generally;
12.2.2 Open and close accounts at registered commercial banks in South Africa on behalf of the ISPA;
12.2.3 Issue press statements on behalf of the ISPA;
12.2.4 Approve or decline ISPA membership applications (as specified in 7 above);
12.2.5 Suspend or revoke ISPA membership (as specified in 7 above);
12.2.6 Authorise and oversee the establishment of local branches of the ISPA (as specified in 8 above);
12.2.7 Call special general meetings (as specified in 14 below); and
12.2.8 Appoint committees from time to time (as contemplated in 15 below).

12.3 The powers of the Management Committee shall be limited to the extent that it must seek the approval of the ISPA membership before:

12.3.1 Determining ISPA membership fees (as specified in 9.1 and 9.2 above);
12.3.2 Entering into any contracts, other than in the ordinary course of performing its duties in terms hereof;
12.3.3 Undertaking business transactions where the total amount of the transaction exceeds the ISPA's income during the previous three months.

13. General Meetings of Members of the ISPA

13.1 There will be not less than one ISPA meeting during any three-month period.
13.2 A quorum for meetings shall be one third of all members of the ISPA, present in person or via a videoconferencing link; or ten members, whichever is the smaller number.
13.3 Each ISPA member shall have one vote at each meeting.
13.4 All meetings will be open to all members and to any other interested observer at the discretion of the Management Committee.

14. Annual and Special General Meetings

14.1 There shall be 1 (one) annual general meeting not less than once every calendar year, which meeting will be held not less than 10 (ten) months after and not more than 14 (fourteen) months after the previous annual general meeting, and members of the ISPA will be given at least 21 (twenty one) days' notice thereof.
14.2 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 ISPA members.
14.3 The provisions of 13.2 to 13.4 above, both inclusive shall apply mutatis mutandis.

15. Committees

15.1 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.
15.2 Each committee must have a chairperson, which will be appointed by the Management Committee.
15.3 Minutes of each committee meeting must be submitted to the Management Committee within fourteen days of the meeting.
15.4 The statement of objectives of each committee, as well as its minutes must be made available by the chairperson of such committee to any ISPA member on request, provided that such member shall bear all expenses in respect of such request.
15.5 Members of the Management Committee will be ex officio members of any such committee.

16. Legal Personality

16.1 The ISPA shall be a juristic person capable of acquiring rights, incurring obligations, entering into legal transactions and of suing and being sued in its own name.
16.2 Immovable property acquired by the ISPA shall be registered in the name of the ISPA.

17. Accounting

17.1 The ISPA shall not distribute any of its profits or gains to any person and shall utilise its funds for the objects for which it has been established.
17.2 All moneys received on behalf of the ISPA shall be deposited in one or more accounts as contemplated in 12.2.2 above. All payments to be made on behalf of the ISPA shall be made by cheque drawn on any such account or by cheques issued by the commercial bank or by electronic transfer to approved creditors with which a particular account is operated.
17.3 Deposits into any such account may be made on the signature of any one Management Committee member, but all other operations on any such account shall be upon the signatures of two members of the Management Committee.
17.4 Proper books of the accounts of the ISPA will be kept as contemplated herein before. Such books, together with all other papers and documents connected with or relating to the ISPA, shall be kept at such place as may be determined from time to time by the Management Committee and must be accessible to each of the members of the ISPA.

18. Indemnity

18.1 Each member of the ISPA is indemnified out of and from the funds and property of the ISPA, 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 ISPA, save to the extent that such member acted negligently or fraudulently.
18.2 No member of the ISPA shall be answerable or deemed to be in any way responsible for any act or default of any other member or for any deficiency or insufficiency of any title or security whatsoever taken by the ISPA, save to the extent that such member acted negligently or fraudulently.
18.3 No member of the ISPA shall be liable for any losses occasioned by the commercial bank or other persons with whom monies or securities of the ISPA are deposited or entrusted for safe custody, investment or otherwise, nor for any loss, misfortune or damage which may happen or take place in the execution of that members duties or as a result thereof ISPA, save to the extent that such member acted negligently or fraudulently.
18.4 ISPA will not be liable for any acts or omissions of its members in regard to the Code of Conduct.
18.5 ISPA shall indemnify members of any Complaints Panel established in terms of the Code of Conduct and associated procedures, out of and from the funds and property of the ISPA, against all losses, charges, costs, damages and other liability which that panellist may suffer or incur as a result of executing his duties as a panellist, save to the extent that such member acted negligently, fraudulently or in bad faith.

19. Dissolution

19.1 The ISPA shall be dissolved upon a resolution to that effect by two-thirds 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.
19.2 Upon the dissolution of the ISPA, the Management Committee shall, after making provision for the costs of dissolving the ISPA, distribute the accumulated funds of the ISPA to an Association not for Gain with similar objectives to those of the ISPA, as may be determined by the Management Committee in its sole discretion.

20. Alteration of the Constitution

This Constitution or any part thereof may be altered by a resolution passed by not less than 75% (seventy five percent) of ISPA members present at a general meeting or a special meeting convened for this purpose, provided that at least 14 (fourteen) days' notice of such special meeting is given to members.

21. Miscellaneous

21.1 The ISPA may not be used by any representative, liaison body or industry sector to further its own business interests, outside the objectives of the ISPA.
21.2 The ISPA address lists may not be used for any purpose other than the business of the ISPA, unless with the prior approval of the Management Committee.
21.3 No action may be taken against a member or a member's representative whether in terms of 7 above or otherwise, 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.
21.4 Where this Constitution refers to a vote or voting, such vote or voting may take place in person, by proxy or electronically, provided that any electronic voting process is reasonably capable of providing a functional equivalent of an in person vote.
21.5 Where this Constitution refers to a majority such term shall mean a simple majority of members:

1. present in person or by proxy; and/or
2. participating in an electronic voting process.

22. Language

The ISPA shall conduct business in any of the official languages of the Republic of South Africa. In the event of conflict, the English text of this Constitution shall take precedence over any translation thereof.



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