Constitution of the Zimbabwe Internet Service Providers' Association Adopted at August 2001 AGM. 0. Revision
History – 24 May 2001 This version of the Constitution was adapted from that of
the Internet Service Providers Association of South Africa in May 2001 to
replace the original rather brief ZISPA constitution, which was drawn up in May
1999. The main points of the
original ZISPA constitution along with amendments proposed at the AGM of 27 July
2000 have been incorporated into this document. 1. NAME 1.1.
The name of the association is the Zimbabwe Internet Service Providers'
Association. 1.2.
"ZISPA" is the official abbreviation for the Zimbabwe Internet
Service Providers' Association. 2. INTERPRETATION 2.1 In this Constitution, "Internet Service
Providers" shall mean persons that provide access to the Internet and
email, with infrastructure to include: 2.1.1 In-house dialup facilities with at least
thirty dialup lines terminated to functional modems, all of which allow
subscribing end-users to gain access to the Internet or email, 2.1.2 At least one Permanent IP Connection to an
upstream service provider, with a throughput rated at 64Kbps, which is active
and allows end-users to gain access to the Internet or email, and 2.1.3 At least the following services running on
in-house server(s);
2.1.3.1 Mail,
2.1.3.2 Authentication and
2.1.3.3 Name Services. 2.2 In this Constitution, “Email Service Providers”
shall mean persons that provide access to email, with infrastructure to include: 2.2.1 Dialup facilities with at least three dialup
lines terminated to functional modems, all of which allow subscribing end-users
to gain access to email, 2.2.2 At least one Mail Server, with a connection
to an upstream service provider, for the purposes of sending and receiving mail
on behalf of their subscribers. 2.3 In this Constitution, “Virtual Service Providers” shall mean persons that provide access to the Internet & email, using infrastructure rented or borrowed from other Internet Service Providers. They need no in-house facilities, but should have access to at least the following infrastructure: 2.3.1 Dialup facilities with at least three dialup
lines terminated to functional modems, all of which allow subscribing end-users
to gain access to the Internet and email, 2.3.2 At least one Mail Server,
with a connection to an upstream service provider, for the purposes of sending
and receiving mail on behalf of their subscribers. 2.4 In this Constitution, “Auxiliary Members” shall
mean persons that provide IP related services, including (but not limited to)
Web Site Development, Internet Installation and Support, e-commerce services. 3. PURPOSE ZISPA is an independent body and voluntary association
acting in the interests of Internet Service Providers in Zimbabwe and generally
dealing with matters related to the provision of Internet access in Zimbabwe. 4. MISSION ZISPA's mission is to provide a non-profit forum in which Internet Service 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 A non-profit organisation, acting as a national association, serving the interests of all Internet service Providers and Internet users in Zimbabwe, is an appropriate vehicle to allow Internet Service Providers and IP related industries to exercise control over the allocation and registration of domain names under the CO.ZW and ORG.ZW domains. In order to achieve the overall aim of the Association, ZISPA should have the following guiding principles: 5.1. The establishment of a proper, agreed, impartial scheme of management of the ZW Top Level Domain (TLD), with agreement from all interested parties, including the PTC and Government authorities. This to include the assignment of the ZW TLD, the establishment and allocation of secondary domains immediately under ZW, and the management and control of those secondary domains. These domains will initially consist of, but are not limited to, the following: CO.ZW, ORG.ZW, GOV.ZW and AC.ZW; 5.2. The establishment of an agreed system for the sole management of the CO.ZW and ORG.ZW domains by the Association; 5.3. The establishment of a Code of Practice, which shall be binding on all ISP members of ZISPA. The Code of Practice is to provide for fair competitive practices, standards of service, and procedures for dealing with complaints received either from Members, from the general public or from any other body; 5.4. The establishment of formal contacts and procedures for dealing with the upstream bandwidth providers, with other regional associations, and with any other entities that may from time to time be appropriate, in all matters relating to the Internet; 5.5. Collaboration amongst members on growing the market, and educating the market, are regarded as important activities; 5.6. Zimbabwe Internet Service Providers Association should operate as a neutral, non-profit organisation, and should act in the long term best interests of the Internet community in Zimbabwe; 5.7. To promote the spirit of the Internet, as embodied in RFC1591, and other relevant RFC's and documents; 5.8. To assist the Zimbabwe Internet community in the development and maintenance of standards for Internet operations, as a service to the community as a whole; 5.9. To influence industry regulation in Zimbabwe concerning structures, policies, tariffs and competition; 5.10. To support and promote the implementation of regulated competition in the Internet Service Providers' industry; and 5.11. To promote staff development and training in respect of its members. 6. STRUCTURE 6.1. ZISPA will consist of a general body of members involved in the provision of Internet access in Zimbabwe. 6.2. The ZISPA 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 ZISPA, as contemplated in 15 below. 7. ZISPA MEMBERSHIP 7.1. The membership of ZISPA shall consist of persons that provide Internet Services, Email Services and IP related services in Zimbabwe. 7.2. All applications for membership must be made via the on-line ZISPA membership application form housed on the ZISPA Home Page at www.ZISPA.org.zw, 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 ZISPA unless the Management Committee has approved his application for membership. The Management Committee shall be entitled, in their absolute discretion, to deny membership to any person who applies therefor in their sole discretion, provided that in such an event, such application may be approved by a majority of the members of ZISPA, subject to the provisions of 7.4 below. 7.3. The Management Committee may, in their sole discretion, revoke the membership of any member who fails to make full payment within 90 days of the due date for payment of membership fees. 7.4. The size of ZISPA 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 ZISPA. 7.5. A member's membership may be terminated by a majority vote of the members of ZISPA. 7.6. A member may terminate his membership of ZISPA at any time in writing to the management Committee. 7.7. Any member whose membership of ZISPA has been terminated for whatsoever reason, shall forfeit all membership fees and other amounts paid by him to ZISPA. 8. LOCAL BRANCHES 8.1. The Management Committee may, in its sole discretion, authorise the establishment of a local branch of ZISPA in any designated centre of Zimbabwe. 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 managing 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 ZISPA 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 therefor will be entitled to vote at any meeting of ZISPA 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 ZISPA. 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 ZISPA. 9.6. The Management Committee will be entitled to charge special levies to ZISPA members from time to time to fund special projects of ZISPA which are necessary for or ancillary to ZISPA's mission as contemplated in 4 above, provided that such a special levy will have to be accepted by a majority of ZISPA membership as well. 10. STRUCTURE OF THE MANAGEMENT COMMITTEE 10.1. ZISPA members will, annually during their annual general meeting, elect seven committee members to serve a twelve month term of office. These elected persons will form the Management Committee of ZISPA and shall all be natural persons. 10.2. The members of the Management Committee should be elected so as to achieve the following representation from the different membership categories: 10.2.1 No less than four of the Management Committee members should be representatives of the “Internet Service Providers” category of ZISPA membership; 10.2.2 At least one member of the Management Committee should be a representative of the “Email Access Providers” category of ZISPA membership; 10.2.3 At least one member of the Management Committee should be a representative of the “Auxiliary Members” of ZISPA; and 10.2.4 Any other member from any of the membership categories or any outside party who may have a significant contribution to make to ZISPA, as proposed by the members. 10.3. The Management Committee shall elect its Chairperson and Deputy Chairperson at its first subsequent Management Committee meeting. 10.4. 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. 10.5. 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 ZISPA for the remainder of such term. 10.6. Upon a motion of no confidence in any office bearer supported by a majority vote of the members of ZISPA, such office bearer will be removed from his office and the provisions of 10.5 above shall apply. 10.7. The Management Committee shall hold not less than one meeting during every two calendar month period and may choose to hold additional meetings of the Management Committee, as and when necessary to the fulfilment of the Management Committee's duties. 10.8. If any Management Committee member has not been present in person at 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 ZISPA's mission, as specified in section 4 of this Constitution. 11.2. The Management Committee shall report on its activities and the affairs of ZISPA at all general meetings of the members of ZISPA. 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 ZISPA 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 Management Committee shall appoint such persons to act, on its behalf, as a Secretary and a Treasurer of ZISPA 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 ZISPA and that, if they are not members of ZISPA, may be remunerated for their services as the Management Committee may determine. 11.6.Duties of the Secretary shall include, inter alia: 11.6.1. receiving requests for meetings; 11.6.2. assuming responsibility for all ZISPA correspondence; 11.6.3. keeping originals of letters received and copies of those dispatched; 11.6.4. attending all meetings, recording minutes of the proceedings and distributing such minutes to all members of ZISPA; 11.6.5. keeping a register of all members and associated information; 11.6.6 processing all domain applications, including change applications; 11.6.7 and keeping records of all such domain applications and changes 11.7.Duties of the Treasurer shall include, inter alia: 11.7.1. maintaining ZISPA's accounts in such bank accounts as may be approved by the Management Committee from time to time; 11.7.2. ensuring that all financial information of ZISPA is available at meetings for discussion and approval; and 11.7.3. tabling a financial statement of the year's transactions at each Annual General Meeting for approval by the membership. 11.8. 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 ZISPA. 12.2. The Management Committee is empowered to: 12.2.1. administer the assets of ZISPA generally; 12.2.2. open and close accounts at registered commercial banks and recognised financial institutions in Zimbabwe on behalf of ZISPA; 12.2.3. issue press statements on behalf of ZISPA; 12.2.4. approve or decline ZISPA membership applications (as specified in 7.2 above); 12.2.5. revoke ZISPA membership (as specified in 7.3 above); 12.2.6. authorise and oversee the establishment of local branches of ZISPA (as specified in 8 above); 12.2.7. call special general meetings (as specified in 13 below); and 12.2.8. appoint sub-committees from time to time (as specified in 14 below). 12.3. The powers of the Management Committee shall be limited to the extent that it must seek the approval of the ZISPA membership before: 12.3.1. determining ZISPA 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 exceed ZISPA's income during the previous three months. 13. ANNUAL AND SPECIAL GENERAL MEETINGS 13.1. There shall be one annual general meeting not less than once every calendar year, which meeting will be held not less than ten months after and not more than fourteen months after the previous annual general meeting, and members of ZISPA will be given at least twenty one days' notice thereof. 13.2. The Management Committee may call a special general meeting at any time, provided that at least fourteen days' notice of any special general meeting is given to ZISPA members. 13.2.1 In the event that the membership of ZISPA grows to such an extent that less than 50% of the “Internet Service Providers” who are members of ZISPA are represented on the Management Committee, general meetings (including the annual general meeting) shall be called 4 times per annum, at intervals of approximately three months. 13.3. a quorum for meetings shall be one third of all members of ZISPA, present in person or via a videoconferencing link. 13.4. Each ZISPA member shall have one vote at each meeting. 13.5. All annual and special general meetings will be open to all members. 13.6 All annual and special general meetings will be open to any other interested observer at the discretion of the Management Committee. 14. SUB-COMMITTEES 14.1. Sub-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. 14.2. Each sub-committee must have a chairperson, which will be appointed by the Management Committee. 14.3. Minutes of each sub-committee meeting must be submitted to Management Committee within fourteen days of the meeting. 14.4. The statement of objectives of each sub-committee, as well as its minutes must be made available by the chairperson of such sub-committee to any ZISPA member on request, provided that such member shall bear all expenses in respect of such request. 14.5. Members of the Management Committee will be ex officio members of any such sub-committee. 15. LEGAL PERSONALITY 15.1. ZISPA 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. 15.2. Movable and immovable property acquired by ZISPA shall be registered in the name of ZISPA. 16. ACCOUNTING 16.1. ZISPA 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. 16.2. All moneys received on behalf of ZISPA shall be deposited in one or more accounts as specified in 12.2.2 above. All payments to be made on behalf of ZISPA shall be made by cheque drawn on any such account or by cheques issued by the commercial bank with which a particular account is operated. 16.3. Deposits into any such account may be made on the signature of any one Management Committee member, or a person appointed by the Management Committee from time to time, but all other operations on any such account shall be upon the signatures of two members of the Management Committee. 16.4. Proper books of the accounts of ZISPA will be kept as contemplated herein before. Such books, together with all other papers and documents connected with or relating to ZISPA, 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 ZISPA. 17. INDEMNITY 17.1. Each member of ZISPA is indemnified out of and from the funds and property of ZISPA, 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 ZISPA, save to the extent that such member acted negligently or fraudulently. 17.2. No member of ZISPA 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 ZISPA, save to the extent that such member acted negligently or fraudulently. 17.3. No member of ZISPA shall be liable for any losses occasioned by the commercial bank or other persons with whom monies or securities of ZISPA 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 member's duties or as a result thereof ZISPA, save to the extent that such member acted negligently or fraudulently. 18. DISSOLUTION 18.1. ZISPA 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. 18.2. Upon the dissolution of ZISPA, the Management Committee shall, after making provision for the costs of dissolving ZISPA, distribute the accumulated funds of ZISPA to an Association not for Gain with similar objectives to those of ZISPA, as may be determined by the Management Committee in its sole discretion. 19. 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 ZISPA 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. 20. MISCELLANEOUS 20.1. ZISPA may not be used by any representative, liaison body or industry sector to further its own business interests, outside the objectives of ZISPA. 20.2. The ZISPA address lists may not be used for any purpose other than the business of ZISPA, unless with the prior approval of the management Committee. 20.3. No action may be taken against a member or a member's representative, 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. 20.4. This constitution is to be adhered to in conjunction to the Companies Act of Zimbabwe for Private Limited Companies. |