about: constitution
1 NAME
1.1 The name of the organisation shall be the “Media Institute of Southern Africa- Zambia” (hereinafter referred to as “MISA Zambia”)
1.2 MISA Zambia is the Zambian Chapter of the Media Institute of Southern Africa (MISA) and this Constitution shall be read as an integral part of the MISA Constitution and all regulations and by-laws made thereunder.
1.3 MISA Zambia shall be a non-profit and non-governmental organisation.
2 OBJECTIVES
The objectives of MISA Zambia shall be:
2.1 To promote and defend media freedom within Zambia, to take appropriate steps where such freedom is violated, and to seek to remove obstacles and impediments to the free flow of information.
2.2 To collect information and monitor developments and problems facing the media in Zambia.
2.3 To affiliate and support an independent media complaints body approved by members to consider and arbitrate upon media related complaints.
2.4 To operate a defence fund to assist members who need legal representation in matters of media freedom and freedom of information.
2.5 To encourage members to observe professional ethics and comply with approved code of conduct as outlined in Article 10 of this Constitution.
2.6 To establish links with similar organisations within or outside the region, including human rights and related groups, for the purpose of cooperation and/or solidarity.
2.7 To facilitate training of media workers through attachments and mutual exchange programmes.
2.8 To broaden the knowledge of workers in independent media through meetings, workshops and seminars.
2.9 To conduct research on economic, technical, training, legal and any other impediments to free flow of information and the development of a vibrant independent media in Zambia.
2.10 To publish and promote publications on activities of MISA Zambia and its affiliates.
2.11 To conduct such other activities as the National Governing Council (NGC) may deem to be desirable in promoting the foregoing objectives.
3 ORGANISATIONAL STRUCTURE
The organisational structure of MISA Zambia shall be at three levels, namely:
3.1 Annual General Meeting
3.2 National Governing Council
3.3 Secretariat
4. ANNUAL GENERAL MEETING
The Annual General Meeting shall be the supreme organ of MISA Zambia.
4.1 There shall be an Annual General Meeting (AGM) of MISA Zambia to be held at least once every year but not later than three months after the end of each financial year. The AGM may be held at any venue as may be decided by the National Governing Council.
4.2 The AGM shall be the supreme organ of MISA Zambia.
4.3 The Annual General Meeting shall:
4.3.1 Receive, consider and approve a report from the NGC Chairperson.
4.3.2 Receive, consider and approve audited accounts for the preceding financial year.
4.3.3 Elect members to the National Governing Council when such an election is due.
4.4 The National Governing Council shall give thirty (30) days’ notice of the AGM to all paid up members, in writing, and by placing notices in the media, clearly setting out the agenda, venue and time of the meeting.
4.5 The National Governing Council shall ensure that the Secretariat not later than twenty-one (21) days before the date of the meeting, sends out all documents on the AGM to all paid up members. These documents shall include minutes of the previous meetings, agenda, financial statements and reports as reflected in Clause 4.3.
4.6 At any AGM one third of paid up institutional and individual members shall constitute a quorum to transact business.
4.7 At the General Meeting each paid up institutional member shall be entitled to two votes while individual members shall have one vote in all elections and constitutional matters.
4.8 Every paid up institutional member may appoint a proxy to attend any MISA Zambia AGM and to vote at the meeting. No individual or associate member, however, shall be entitled to attend a General Meeting by proxy.
4.9 Except for the purposes of electing candidates standing for NGC positions, where a secret ballot shall be taken, decisions at any meeting of MISA Zambia, NGC or any ad hoc committee shall be by a simple majority of those present and voting by a show of hands. The chairperson at any such meeting shall have an additional casting vote in case of a tie. An ex-officio member shall have no vote.
4.10 Resolutions at the AGM shall be passed by a simple majority unless it is a constitutional issue.
4.11 Proceedings at every AGM shall be governed by the rules and regulations as agreed by the AGM.
5 NATIONAL GOVERNING COUNCIL
5.1 There shall be National Governing Council whose membership shall comprise not more than nine members elected by all paid up members of MISA Zambia in attendance at an Annual General Meeting. For the nine positions women will be encouraged to stand.
5.2 Eligibility for elections to the NGC shall be open to all paid up members of MISA Zambia PROVIDED they meet the requirements of the Constitution.
5.3 There shall be the following specific positions on the NGC to which members of the Council will be specifically elected at the Annual General Meeting:
5.3.1 Chairperson
5.3.2 Vice Chairperson
5.3.3 Chairperson for Training
5.3.4 Chairperson for Finance and Development
5.3.5 Chairperson for Broadcasting
5.3.6 Chairperson for Print Media
5.3.7 Chairperson for Gender and Human Rights
5.3.8 Chairperson for Politics and Parliament
5.3.9 Chairperson for Environment
5.4 The National Director shall be an ex officio member of the NGC.
5.5 National Governing Council members shall hold office for two years and may be eligible for re-election for another term of two years after which they may re-contest for election after a break of one two-year term. However, members of the NGC who wish to seek office of the Vice Chairperson if they were not Vice Chairperson and if they were not Chairperson are free to contest these positions.
5.6 To qualify for elections as Chairperson one should have been a continuous member of MISA Zambia for a period of not less than three years. For other positions on the Council one should have been a member for a continuous period of not less than two years.
5.7 The Council may fill any position falling vacant during the tenure of the NGC from the general membership; such an appointment shall be subject to ratification at the next Annual General Meeting.
5.8 There shall be such ad hoc committees as may be set up by the National Governing Council from time to time to attend to any matter which in the discretion of the Council can best be dealt with by a committee PROVIDED that in all cases the Vice Chairperson shall be an ex-officio member of all such ad hoc committees. The National Director or his/her representative shall serve as secretary to such committees.
5.9 The National Governing Council shall meet at least once every quarter. At least half the membership shall constitute a quorum for all the meetings convened by the Council.
5.10 A member of the NGC who misses three meetings successively and without the notifying the Council will cease to be a member of the NGC.
5.11 The National Governing Council shall keep a record of the proceedings of each meeting, which shall be retained in form of minutes and permanently stored by the Secretariat together with all other records of MISA Zambia.
5.12 Decisions of the National Governing Council shall be by a majority vote, including that of the Chairperson, who shall have an additional casting vote in case of a tie.
5.13 Functions of the National Governing Council
The National Governing Council shall have the power to do the following:
5.13.1 Engage a National Director for the purpose of managing the activities of MISA Zambia as a full time employee on such terms and conditions as shall be set by the Council.
5.13.2 Institute or defend legal proceedings on behalf of MISA Zambia and/or its members.
5.13.3 Ensure that the activities of MISA Zambia are managed in accordance with its Constitution and objectives.
5.13.4 Acquire through purchase, lease or otherwise, any movable or immovable property for and on behalf of MISA Zambia.
5.13.5 Invite persons considered suitable to advise the National Governing Council on such matters as the National Governing Council may in its absolute discretion deem fit to seek such advice.
5.13.6 Appoint committees to undertake specific tasks on its behalf on an ad hoc basis.
5.13.7 Liaise with government and non-governmental organisations and other relevant institutions in pursuing the objectives of MISA Zambia.
5.13.8 Co-opt a replacement whenever a vacancy on the National Governing Council occurs.
5.14 The NGC shall have the power to make, vary, and repeal rules and regulations relating to the affairs of MISA Zambia, provided that such rules and regulations shall not be in conflict with the Constitution.
5.15 The NGC members that have failed to perform their functions effectively can be removed from office on a decision taken by a two-thirds majority vote of MISA Zambia members at an Extra-Ordinary Meeting or an AGM. It shall, however, be incumbent upon MISA Zambia paid up members to present proof or reasons for such a move to enable the serving NGC members defend themselves before a vote is taken.
6 SECRETARIAT
6.1 There shall be a Secretariat headed by a National Director who shall be responsible for the management of all MISA Zambia activities in line with policy directions of the NGC.
6.2 The National Director, notwithstanding specific details contained in the job description, shall on behalf of the NGC have the power to do the following:
6.2.1 Engage such staff, as the NGC shall deem necessary on terms and conditions as set out by the NGC for the efficient and effective functioning of MISA Zambia.
6.2.2 Implement any resolutions and decisions made by the NGC and at the Annual General Meeting.
6.2.3 Ensure effective and efficient operations of MISA Zambia.
6.2.4 Supervise and ensure periodic appraisal of subordinate staff.
6.2.5 Ensure safe custody and effective utilisation of assets of MISA Zambia.
7 MEMBERSHIP
7.1 Membership of MISA Zambia shall be in two categories namely: institutional and individual and open to the following:
7.1.1 Independent electronic and print media institutions;
7.1.2 Individual media practitioners from independent media institutions;
7.1.3 Individual media practitioners and institutions who subscribe to the ideals of MISA Zambia as approved by the National Governing Council PROVIDED that:
7.1.3.1 Individual members that shall include those persons pursuing media studies, other media workers and those working for state media may be admitted to membership as associates. Associate members shall pay membership subscription fixed at half the value of full individual members.
7.1.3.2 Associate members including those working for state media shall not be eligible to hold office on the NGC and shall not be entitled to vote at the Annual General Meeting.
7.2 Membership Fees and Subscriptions
Membership fees and subscriptions for all categories of membership shall be determined by the National Governing Council and approved by the Annual General Meeting of members. The fees shall be due with effect from the start of each financial year, which shall be the first day of April.
7.3 Application for Membership
Application for membership of MISA Zambia shall be in writing on a prescribed form available at MISA Zambia Secretariat.
7.4 Termination of Membership
Membership of MISA Zambia shall cease under the following circumstances:
7.4.1 On resignation, in writing to the National Governing Council
7.4.2 Upon one’s death
7.4.3 Failure to renew membership.
7.5 In accordance with the procedures set out in the disciplinary rules, for professional misconduct, or failure to uphold MISA Zambia’s objectives and /or failure to adhere to the Constitution.
7.6 The NGC in the best interest of MISA Zambia shall have the power to suspend any paid up member, pending investigations by an ad hoc committee whose final recommendations shall be considered and approved by the AGM or Extra-Ordinary General Meeting.
8 EXTRA-ORDINARY GENERAL MEETING
8.1 An Extra-Ordinary General Meeting shall be convened at the request, in writing, of not less than one third of fully paid up members, PROVIDED that such a request shall be accompanied by a full agenda of the business to be transacted, and resolutions proposed to be passed.
8.2 Upon receipt of the written request for the Extra-Ordinary General Meeting the Secretariat shall, without delay, but in any case not later than seven (7) days facilitate convening of the meeting.
8.3 The National Governing Council may call for an Extra-Ordinary General Meeting to attend to any urgent matter, if in its discretion, it is in the best interest of MISA Zambia to do so, PROVIDED that such a meeting is in compliance with Clause 8.1 of this Constitution with regard to the agenda and resolutions proposed to be made at the meeting.
8.4 Notice for an Extra-Ordinary General Meeting shall be not less than fourteen (14) days and shall be served in accordance with all provisions of this Constitution relating to the notices for the Annual General Meeting.
8.5 At any Extra-Ordinary General Meeting one third of all fully paid up members shall constitute a quorum to transact business. In the event that no quorum is formed the meeting shall be deemed to have failed.
8.6 All fully paid up members shall be eligible to cast one vote each at any Extra-
Ordinary General Meeting.
8.7 A simple majority shall pass resolutions of the Extra-Ordinary General Meetings.
9 MEDIA LEGAL DEFENCE FUND
There shall be a fund to be called the “Media Legal Defence Fund” to be administered by MISA Zambia to aid media workers or media organisations with legal suits/cases involving the principle of media freedom, to support legal challenges to actions and/or legislations, which infringe upon media freedom and to any other things as shall be determined by the MISA Zambia National Governing Council in defence of media freedom.
10 CODE OF ETHICS
There shall be a code of ethics, as outlined hereunder, which media practitioners will be required to abide by. The purpose of distributing news and informed opinion is to serve the general welfare. Journalists who use their professional status as representatives of the public for selfish or other unworthy motives violate a high trust. Journalists uphold the right to speak unpopular opinions and privileges to agree with the majority while at the same time respecting the will of the minority. A journalist shall at all times defend the principle of the freedom of the media in relation to the collection of information and the expression of comment and criticism. MISA Zambia members therefore pledge to abide by the following ethics:
10.1 The public has the right to know the truth. Therefore journalists have a duty to report the truth either as representing objective reality or representing what the source says fairly, accurately and objectively.
10.2 Newspaper headlines should be fully warranted by the contents of the articles they accompany. Photographs and telecasts should give an accurate picture of an event and not highlight an incident out of context.
10.3 Journalists should respect the confidentiality of sources to whom they have pledged anonymity.
10.4 Only fair methods should be used to obtain news, photographs and documents except where overriding public interest justifies the use of other means.
10.5 The journalists should regard as grave professional offence, the acceptance of bribes in any form in consideration of either dissemination or suppression of information.
10.6 The journalists shall rectify promptly any harmful inaccuracies, ensure that correction and apologies receive due prominence and afford the right of reply to persons criticized when the issue is of sufficient importance.
10.7 The journalist shall be aware of the danger of discrimination being furthered by the media, and shall do the utmost to avoid facilitating such discrimination based on among other things, race, sex, religion, political or other opinions of national or social origins.
10.8 Secondary employment, political involvement, holding public office, and service in community organisations should be avoided if it compromises the integrity of journalists and their employers. Journalists and their employers should conduct their personal lives in a manner that protects them from conflict of interest, real or apparent. Their responsibilities to the public are paramount.
10.9 Plagiarism is dishonest and unacceptable.
10.10 Journalists must respect the moral and cultural values of the Zambian society. Journalists should respect people’s privacy unless when public interest demands otherwise.
11 TRUSTEES
11.1 There shall be three (3) trustees nominated by the National Governing Council and approved by the Annual General Meeting.
11.2 The trustees shall be the repository of all assets and liabilities of MISA Zambia, subject only to the members in the Annual General Meeting.
11.3 The trustees shall ensure that between elections the National Governing Council operates and adheres to the Constitution, and where need arises, provide guidance to the National Governing Council to ensure efficient provision of services to MISA Zambia.
11.4 The trustees shall hold office for five years or upon resignation or replacement by a resolution of the Annual General Meeting, such a resolution being passed by a simple majority vote of paid up members present and voting.
11.5 Upon a vacancy occurring among the trustees, the National Governing Council shall nominate a replacement for approval by the Annual General Meeting.
12 AMENDMENTS TO THE CONSTITUTION
12.1 No article of this Constitution shall be repealed or altered and no new article of Constitution shall be made (save as hereinafter provided) except by the Annual General Meeting.
12.2 Notice of thirty (30) days shall be given of intention to propose new articles of Constitution and exact wording of such articles or proposed alteration to Articles shall be handed in writing to the National Director, who shall cause it to be distributed, disseminated or otherwise circulated at least twenty-one (21) days before the date of the next meeting of the Annual General Meeting.
12.3 Any amendments to the Constitution shall require the approval of two-thirds of paid up members of MISA Zambia.
13 DISSOLUTION OF MISA ZAMBIA
13.1 MISA Zambia may be dissolved by a resolution of paid up members of MISA Zambia.
13.2 Notice of intention to dissolve MISA Zambia shall be distributed, disseminated or otherwise circulated by the National Director to all paid up members at least forty-five (45) days before the next Annual General Meeting or Extra-Ordinary General Meeting.
13.3 Not less than two-thirds of paid up members present at the prescribed Annual General Meeting or Extra-Ordinary General Meeting may by majority vote resolve to dissolve MISA Zambia.
13.4 Soon after the dissolution of MISA Zambia the trustees shall be notified within three (3) days and called upon to manage the process of dissolution by discharging all liabilities of MISA Zambia and distributing any remaining assets to a fund or organisation of similar objectives, preferably within Zambia or the Southern African Development Community (SADC) region, PROVIDED that the trustees shall throughout the process be indemnified against personal liabilities.
MISA ZAMBIA AGM ELECTORAL RULES AND GUIDELINES
1 Candidates wishing to stand for elections for NGC positions shall file their nominations with the Secretariat at least one month prior to the Annual General Meeting. Nominations from the floor on the day of the AGM shall not be accepted. Nominations from the floor after nominations have been filed for a particular position or where nominees do not qualify or are absent shall have to be exempt from the above.
2 If by close of nominations only one candidate will have filed a valid nomination for any position, that candidate shall be declared as having been elected unopposed.
3 For a candidate to qualify for the position of Chairperson one should have been a member of MISA Zambia for a continuous period of not less than three years and for other positions on the NGC one should have been a member for a continuous period of not less than two years.
4 It is an individual’s right to stand for an election and to be voted into office. MISA Zambia shall ensure that elections continue to be conducted in a peaceful manner and in accordance with the rules and regulations laid out for the NGC positions.
5 Voting shall be by secret ballot.
6 All paid up individual members shall each have one (1) vote.
7 All paid up institutional members shall each have two (2) votes.
8 Institutional members shall provide proof of their duly appointed representative and authorized voter of the respective institution. The proof must be in writing and duly signed by the head of the institution.
9 Associate members shall not be allowed to vote.
10 Candidates will be allowed a maximum of three (3) minutes each to introduce themselves and present their manifestos to the AGM.
11 Election campaign materials will not be allowed inside the venue of the AGM.
12 The order of elections will start with the position of MISA Zambia Chairperson followed by that of Vice Chairperson and other remaining NGC members.
13 To ensure transparency and accountability, the counting of votes will be conducted in full view of the candidates.
14 Results of the elections will be announced immediately after counting of ballots for each position is completed.
14 In the event of a dispute arising from the voting process or election results the Annual General Meeting will appoint a committee comprising three persons to investigate and resolve the dispute. Proceedings of the meeting shall stand adjourned until a report is received from the committee and business shall resume thereafter.
As revised and approved by the MISA Zambia Extra-Ordinary General Meeting held on Tuesday, 13 December, 2005