As amended by the members at an extra – ordinary meeting on 3 of April 2004
As amended by the AGM of 5 August 2007
As amended  by the AGM of 26 July 2008

PREAMBLE

A Trust called MISA Trust of Zimbabwe was founded in Harare on the 28th of August 1995. One of the objects of the Trust is to sponsor the establishment of a Zimbabwe Chapter of the Media Institute of Southern Africa (MISA), which is a voluntary non-profit making organization with its headquarters situated at Windhoek in Namibia.

MISA was founded by the media practitioners in 1992 to promote the 1991 Windhoek Declaration on fostering an independent and pluralistic Africa media. All the countries of the Southern African Development Community (SADC) have signed the Declaration.

The FOUNDERS of the MISA Trust Zimbabwe (The Trust) have jointly and irrevocably donated a sum of one hundred dollars ($100) which sum shall comprise the Trust Fund together with any additions and accreditations thereto. The Trust Fund shall be held in trust and utilized in furtherance of the objects.

THE FIRST TRUSTEES appointed in terms of the Trust Deed are Tonic Douglas Sakaike, Fanwell Sibanda, Maxwell Chivasa and Timothy Nyahunzvi.

We the participants to this conference of independent media practitioners held in Harare on the 28th of August 1995 adopt this constitution and undertake to abide by its provisions.

INTERPRETATION

In this Constitution:

“Financial Year” means a period of twelve(12) consecutive months calculated from date on which the operation of an annual budget commences.

“Independent media" means print or electronic media which are not subject to the control of any government, whether directly or indirectly, or through a parastatal or company or trust or the appointment of directors, trustees, shareholders of any company or editorial staff.

“Media Practitioner” means any individual journalist or broadcaster or other or other person actively involved engaged in gathering, reporting or dissemination of information.

“ Trustee” means any Trustee of the MISA TRUST of Zimbabwe

ORGANIZATION

1. There is hereby founded and established an independent, voluntary, non-profit making organization with its seat in Harare, Zimbabwe, which shall be called the Zimbabwe MISA Chapter (“ MISA-Zimbabwe”) also referred to as “The Chapter”.

1.1 MISA shall be a legal entity entitled to sue and be sued and empowered to hold and deal with such property (whether movable or immovable) in its own name

OBJECTS

2. The objects of the “Chapter” are:

(a) To initiate and facilitate projects for:

(i) Identifying technical, financial, legal or other impediments to media freedom, devising solutions thereto and implementing such solutions.

(ii) Expanding the knowledge and skills of media workers through training in structural, technical, managerial, editorial, advertising and marketing and any other aspects of media practice.

(iii) Cooperating with like-minded national, regional and international organizations in the pursuit of these objectives, and raising or sourcing funds for the same.

(b) To provide media practitioners with supporting services.

(c) To promote public awareness of media freedom as a pillar of the democratic process.

(d) To do all such other things and engage in any other lawful activity in furtherance of these objects.


MEMBERSHIP

3 Membership shall be open to all independent print, electronic media organizations (‘institutional membership”) and to all individual media practitioners (“individual membership”).

3.1 Membership shall also be open to other professionals who fight for media freedom and freedom of expression issues.

3.2 Provision may be made for distinguishing the status, membership fees or voting rights of institutional membership from that of individual membership.

3.3 No members of the defence or uniformed forces can be a member of MISA-Zimbabwe.

3.4 MISA-Zimbabwe may accept Associate membership of the defence or uniformed forces, though such members would have no voting rights.

ANNUAL GENERAL MEETING

4. The members shall meet once in every twelve (12) consecutive months in an Annual General Meeting (“the AGM”). The meeting shall be held no later than a month before the Regional AGM. The purpose of the AGM shall be to:

4.1. Elect the office bearers (“the National Governing Council”) every second year as provided for in Clause 7 below.

4.2. To designate the Chairperson of the NGC (who shall be the Chairperson of the Chapter), and may designate the persons to hold the positions of Vice- Chairperson, Treasurer and committee members.

4.3. Each paid up institutional member shall be entitled to three votes, while individual members shall be entitled to one vote in all proceedings. There shall be voting by way of secret ballot for office bearers by those attending the meeting. Voting on all other issues shall be by show of hands. There shall be no proxy voting.

4.4. Formulate broad policy guidelines.

4.5. Nominate candidates for any forthcoming national, regional or international awards.

4.6. Consider or deal with any matter arising from the proceedings.

4.7. Two thirds of the paid up members shall constitute a quorum for voting purposes at the AGM.

EXTRA ORDINARY GENERAL MEETINGS

5. Extraordinary general meetings of members may be convened at any other time by the Chairperson if the occasion warrants such action, or upon a request in writing made by a member and supported by not less than 10 members.

5.1. The quorum for such meetings shall be one third of the total membership. In the absence of a quorum, the meeting will stand adjourned to a later date fixed by the Chairperson, on which subsequent occasion the membership present shall constitute a quorum.

5.2. The Director appointed in terms of the Constitution shall record the minutes and send copies to every member. In the absence of the Director, those present at the meeting may appoint any member to record the minutes and forward these to the Director

5.3. Proceedings shall be conducted by way of resolutions passed by a simple majority and in the event of an equality of votes the Chairperson shall be entitled to exercise a casting vote.

5.4. The Chairperson shall cause the Director to send every member, by post, notice giving the venue, date and time of the meeting and the draft agenda to be finalized at the commencement of the meeting. Notices shall be addressed to the last known addresses of all the members and not less than 14 days before the date of the proposed meeting and such notices shall be deemed to be received 7 days after the date of posting.

5.5. Where the extra ordinary general meeting has been convened for the purposes of proposing amendments to the Constitution, the proposed amendments shall be sent out to all members together with the notice of the meeting.

NATIONAL GOVERNING COUNCIL

6. MISA-Zimbabwe shall be governed by a National Governing Council. The NGC shall be elected at an AGM convened in accordance with this Constitution.

6.1. The NGC shall be empowered to make rules governing:

(a) the conduct of its own proceedings

(b) the status and voting rights of its members

(c) discipline of the membership and staff, including grounds for suspension, expulsion or other sanction for breach of provisions of the constitution and;

(d) any other matter which the AGM may delegate to the NGC or which it may consider to be conducive to the smooth running of the Chapter and implementation of the projects.

6.2. Three members of the NGC shall constitute a quorum for NGC meetings.


6.3. If an NGC member withdraws from the NGC before the expiry of the term, the remaining NGC may co-opt any member of the Chapter to serve the remaining portion of the term.

6.4. Any NGC member who fails to attend two consecutive NGC meetings without approval or explanation will cease to be a member of the NGC.

6.5. The Director shall be an ex officio member of the NGC, and shall serve as the NGC secretary.

OFFICE BEARERS

7.1. The office bearers of MISA shall be the Chairperson, the Vice-Chairperson, Treasurer and up to four (4) committee members.

7.2. The office bearers shall be elected for a two year term.

7.2.1. In electing office bearers regard shall be had to gender balance with at least one third of the elected bearers being female.

7.3. The office bearers’ terms shall be restricted to two consecutive terms in any portfolio.

7.4. A person with a criminal record shall not seek election. Media freedom violations shall not be considered to criminal offences for purposes of standing for election.

7.5. In electing office bearers, it shall be desirable that the Chairpersonand the Treasurer be people who ordinarily reside in Harare as they are signatories to the MISA-Zimbabwe accounts.

7.6. In electing office bearers, it shall also be desirable that theChairperson be a person who was in the previous NGC on condition s/he is still eligible to be elected into office.

7.7. Any office bearers who resigns, withdraws or is dismissed fromoffice before the expiry of his/her term of office may not seek re-election for two years following his/her departure.

7.8. The Chairperson shall have the following responsibilities:

(a) To chair NGC, AGM and ordinary meetings.

(b) To present the MISA annual narrative report to the Annual General Meeting.

(c) To be the spokesperson of MISA.

(d) To do all that is necessary to direct policy formulation for MISA.

(e) To delegate duties and responsibilities to other committee members.

(f) May be an ex officio member of all committees that may be formed.

7.9. The Vice-Chairperson shall carry out the duties of the Chairperson in the absence of the said Chairperson. The Vice-Chairperson shall also carry out any duties that may be delegated to him/her by the Chairperson.

7.10. In the absence of the Vice-Chairperson, the members of the NGC present shall elect one of its members to act on behalf of the Chairperson in his/her absence.

7.11. The Treasurer shall be responsible for the Chapter’s finances. It shall be desirable for the Treasurer to have some financial or accounting knowledge.

7.12. The Treasurer shall be prepare a true and audited financial statement of the Chapter’s finances for the approval of the NGC within 30 days of the end of the financial year, which statement shall be presented at the first AGM to be held thereafter.

7.13. The Treasurer shall prepare and submit an annual budget to the NGC for approval prior to the commencement of the financial year relating thereto.

7.14. In the absence of the Treasurer, the NGC may appoint any one of its members to perform the function relating to the office of Treasurer and such performance shall be valid for all purposes.

MANAGEMENT
8.1 Appointment of Director and Secretariat
   The NGC shall appoint the National Director, (“the Director”) to be responsible
for the day to day running of the Chapter’s Head Office and implementation of projects. The Director shall be accountable to the NGC through the Chairperson. The Director’s period of employment, salary, and other conditions of employment shall be determined and specified by a contract signed by the Chairperson and other NGC members.

8.2. The NGC may also employ other persons as may be required to assist the
        Director or implement specified projects (“the Staff’). The Staff shall be
        employed on a contract specifying the period of employment, salary and
        other conditions of service. The Staff shall be accountable to the NGC
        through the Director.

8. 2A. The NGC shall have regard to gender balance in its recruitment policy.

8.3 The NGC shall oversee the decentralization of MISA-Zimbabwe activities through the creation of MISA-Zimbabwe area committees (advocacy committees) as follows;
8.3(i)  in an area where there are at least five MISA-Zimbabwe members, those members may request the NGC through the chairperson to form a committee.
8.3(ii) where the NGC approves the formation of the area committee (advocacy committee), the chairperson or any NGC member so designated shall conduct elections of the said committee.
8.3(iii) the number of people elected into the committee shall depend on the number of members in the area up to a maximum of five members.
8.3(iv) the area committee (advocacy committee)’s term of office shall run concurrently with that of the NGC as provided in 7.2 and 7.3 above.
8.3(v) the functions of the area committee (advocacy committee) shall be to further the interest of MISA-Zimbabwe as well as to advocate for an independent, pluralistic and self-sustaining media.
8.3(vi) the area committee (advocacy committee) will discuss all its activities with the Director.
8.3(vii) NGC members may not be elected in the area committee (advocacy committee).

8.4. NGC members may only apply and be employed as staff members
      two years after stepping down from any NGC position.

8.5. The NGC shall cause the Director and staff to maintain accurate records of
        their activities, which any member may inspect on giving reasonable notice
        to the Director.

8.6 Appointment of a Management Committee
The NGC shall appoint a Management Committee to be headed the Treasurer and assisted by two other NGC Members of which at least one shall be female to be responsible for the following;
(i) The financial well being of the organisation
(ii) Oversee the conducts of audits.
(iii) To receive recommendations and approve salary reviews.
(iv) Assist the secretariat when called upon to do so.
(v) Make recommendations on the finance and admin policy.

8.7. The Management Committee shall meet at least three times a year.

8.8. The Management Committee shall cause the Director who shall be the
      secretary to the Committee to maintain accurate records of  their meetings,    
      which any member of the NGC may inspect.

8A TRUSTEES’ MEETING

The trustees of MISA-Zimbabwe shall, in terms of Article 4(f)(i) of the Trust meet at least once annually to review, consider and administer the affairs of the Trust.

8A.1 The chairperson shall cause the Director to call the meeting which maybe called at any time.

ACCOUNTS AND BUDGET

9. The NGC shall cause interest bearing banking accounts to be opened and operated in the name of MISA-Zimbabwe with reputable banking institutions and all subscriptions, fees, donations, income or revenue made or accrued by or on behalf of MISA shall be deposited in such banking accounts.

9.1. The NGC shall cause proper books of accounts and records to be kept of all MISA financial transactions and to be audited annually by reputable auditor to be appointed by the AGM.

9.2. Supplementary budgets may be submitted and approved to any other time if the occasion warrants.

9.3. The Trustees, upon the submission to them of the annual budge or a supplementary budget, shall transfer forthwith from the Trust Fund to the MISA Chapter accounts such funds as may be available form time to time in the Trust Fund to balance the annual budget or supplementary budget as the case may be.

CHEQUES

10. All cheques drawn on MISA-Zimbabwe Chapter accounts shall be signed by the Director and countersigned by Treasurer or Chairperson.

EXPENSES AND ALLOWANCES

11. MISA-Zimbabwe pay traveling and subsistence expenses incurred by its members on MISA-Zimbabwe business sanctioned by the Chairperson or Director.

AMENDMENTS

12. Any provision of this Constitution may be amended by a two thirds vote of members at the AGM convened in terms of the Constitution.

DISSOLUTION

13. MISA-Zimbabwe may be dissolved at any meeting in accordance with the provisions of this Constitution and in the event of the dissolution, the assets remaining after the satisfaction of all debts, liabilities or obligations MISA-Zimbabwe shall be donated to an organization or organizations whose objects are similar to those of MISA.