13. Procedures of Board
13.1 Subject to Article 12.1 the Board may meet for the purpose of its business, adjourn and otherwise regulate its meetings as it thinks fit.
13.2 Matters arising at any meeting of the Board will be decided by a simple majority of members present and voting.
13.3 A member will be entitled to one vote save that, in the case of deadlock, the Chairperson will have a second or casting vote.
13.4 The quorum for a Board meeting will be six members.
14.Committees
14.1 The Board may set up such committees as it considers to be necessary to ensure that it executes its mandate efficiently and effectively.
14.2 Save as otherwise provided in this Constitution, the composition of a sub-committee will be determined by the Board save that each committee must include in its composition at least one Board member and the Board may appoint persons who are not Board members.
14.3 A committee other than the Complaints Committee must provide reports to the Board on a regular basis and, unless specifically empowered otherwise, must act after making recommendations to and receiving approval form.
15. Media Complaints Committee
15.1 The Board must establish a Media Complaints Committee which will receive and deal with complaints from persons or institutions affected by possible breach of the Code of Conduct.
15.2 The Complaints Committee will consist of three members, appointed by the Board from among its members as follows:
(a) a Chairperson who is a legal practitioner;
(b) one public representatives;
(c) One journalist or other media representative.
15. 3 The Complaints Committee, with the approval of the chairperson, must appoint, for each city in which a newspaper is published.
15.3.1 a panel of legal practitioners; and
15.3.2 a panel of members of the public of high integrity and good quality in the journals community;
15.3.3 a panel of journalists and other media representatives;
Who are qualified and acceptable for the purpose of considering complaints on behalf of the Complaints Committee.
15.4 A complaint by an aggrieved party must be brought to the attention of the Executive Director in writing, who will refer the complaint to the chairperson of the Complaints Committee.
15.5 The Chairperson must scrutinize the complaint and reject it where:
(a) The conduct does not appear to breach any provision of the Code of Conduct; or
(b) the complaint has failed to take reasonable steps to resolve the matter amicably; or
(c) the complaint is considered to be frivolous or vexatious; or
(d) the complaint has instituted legal action, unless the complaint agrees to pursue such action; or
(e) the complaint refuses to give a written undertaking that he will not institute legal proceedings in respect of the complaint if his complaint is handed in terms of this article.
15.6 Where the chairperson of the complaints committee has not rejected a complaint she/he must forthwith convene a meeting of the Complaints Committee to consider the complaint which consists of three (3) persons selected from members of the Board or a panel appointed in terms of Article 15.3, one of whom is a legal practioner, who will be the chairperson, and forward the complaint to the chairperson.
15.7 The complaint must be considered and adjudicated on as soon as possible and in the case within one month.
15.8 The committee which is to consider a complaint may co-opt a representative of an association or union of journalists to assist it in the performance of its functions, including its deliberations, but such representative will have no voting power.
15.9 The committee may issue a reprimand /or order the publication of a prompt and prominent retraction and an apology where adjudication is made against a member of the media profession or a media institution.
15.10 The decision of the Committee will be final.
15.11 The Executive Director will appoint a person to be the secretary of the committee hearing the complaint.
15.12 The Complaints Committee may issue Regulations for the proper and efficient discharge of its duties, which must be approved by the Board.
16. Management Committee
16.1 The Board must establish a Management Committee;16.2 The Management Committee must:
(i) consider other charges or levies for members as necessary for the maintenance of the Council’s financial viability and effectiveness;
(ii) establish and review administrative and human resource policies of the Board, including the remuneration of the Secretariat;
(iii) ensure compliance with established policies, procedures, internal controls and corporate governance practices,
(iv) safeguard the assets of the Council and ensure economical and efficient use of resources;
(v) consider any disciplinary matters relating to the Secretariat;
and make appropriate recommendations to the Board.
17. Financial Matters
17.1 The financial year of the Council will run from 1 January to 31 December of each year.
17.2 The Council is a non-profit making organization. Its income and assets must be applied solely towards carrying out the objectives stated in this Constitution, and at no time may there be a distribution, whether in money, property or otherwise, from its income or assets towards members as such or to any relative, trustee or representative of or for a member: Provided that this article will not prevent the payment to a member of a reasonable salary and expenses or expenses only as approved by the Board, after considering recommendations from the Management Committee, in respect of specific services rendered to the Council.
17.3 The Board may receive voluntary subscriptions and donations and may canvass prospective donors for financial assistance.
17.4 The Board must make every effort to encourage the media industry to fund the Council in order to allow it to become self-reliant and sustainable in the long term.
18. Reports of Board
18.1 As soon as is reasonably practicable after the end of each financial year, the Board must prepare a report on all its activities during that financial year
18.2 The annual report prepared in terms of Article 18.1 shall be presented at the Annual General Meeting.
19. Secretariat
19.1 The Board must appoint an Executive Director and such other staff as it may determine from time to time, on such terms and conditions as it considers appropriate, after consultation with the Management Committee.
19.2 The primary responsibility of the Secretariat, as led by the Executive Director, will be the day-to-day management of the business and activities of the Council and the implementation of the Council’s strategic plan.
19.3 The Secretariat will be answerable to the Board, through the Executive Director.
20. Audit
20.1 A statement of assets and liabilities and of receipts and expenditure must be prepared annually by the Board, which must be audited by a qualified auditor appointed by the Council.
20.2 A copy of the audited financial statements must be presented at the Annual General Meeting, and must be made available to members at the Annual General Meeting, or upon request.
21. Execution of Contracts and Instruments by Board
Agreements, contracts or instruments approved by the Board may be entered into or executed on behalf of the Council by any person generally or specifically authorized by the Board for that purpose.
22. Indemnity
A member of the Board will be entitled to be indemnified out of the funds of the Council against any loss or liability suffered or incurred by the member in the course of, and by reason of the discharge of his/her duties as a member, save where the loss or liability has arisen as a result of his/her intentional misconduct or gross negligence.
23. Validation of Proceedings
23.1 All acts done in pursuance of a resolution of a meeting of the Board or of a committee of the Board, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or committee, or that such member was disqualified, will be as valid as if every such member had been duly appointed and was qualified to be a member of the Board or committee, unless it is proved that such action was taken intentionally.
24. Discipline
24.1 Where a member conducts her/himself in a manner which is contrary to the aims and objectives of this Constitution, or which brings the Council into disrepute, a complaint may be made to the Board.
24.2 The Board must attempt to resolve the matter amicably, failing which the matter must be referred for arbitration.
24.3 The Board may initiate such a complaint against a member of its own accord and any complaint shall be considered by the Complaints Committee or by arbitration.
25. Arbitration
25.1 Any dispute between a member or members and the Council, or between members inter se, involving issues other than disciplinary conduct and which cannot be amicably resolved, must be resolved by arbitration.
25.2 The arbitrator must be a legal practitioner of high integrity who is qualified to be appointed a judge of the High Court of Zimbabwe and is appointed by the Board.
25.3 The arbitrator’s decision will be final and not subject to review.
26. Amendment of the Constitution
26.1 The Council may at any time amend this Constitution by complying with the provisions of this article.
26.2 The proposed amendment shall be prepared by the Board at its discretion or if so requested, in writing by 30 members.
26.3 The proposed amendment shall be placed on the agenda for a General Meeting and notice of the amendment shall be given to every member.
26.5 The proposed amendment must be carried by a two-thirds majority of the members present and voting
27. Dissolution
27.1 The Council may at any time terminate its existence if it appears to the members that its continued existence is inappropriate or inexpedient.
27.2 A resolution to dissolve the Council must be passed by a three-quarters majority of members present and voting at a General Meeting called specially for that purpose.
27.3 In the event of the dissolution of the Council, its net assets, after payment of its debts and expenses, will be distributed to such charitable or educational institutions and/or purposes as the Council may determine.
28. Transitional Provisions.
The following persons who were elected as members of the Board when the constitution of the Council was adopted shall be deemed to have been duly elected and their respective terms of office will be shown;-
28.1 Chairperson Mr M Masunda- (three years)
28.2 media Practioners: Mr C Chinaka (two years)
28.3 public representatives; Fr O Wermter (two years), Bishop bakare
(two years), Justice L.G Smith (Retd) (one year).
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