ATS CONSTITUTION

CONSTITUTION OF
THE A SSOCIATION OF T RUST S CHOOLS (ATS)

PREAMBLE:

  1. The Association of Trust Schools, formerly called the Association of Governing Bodies of Independent Schools in Rhodesia and Nyasaland, was formed on 19 th October 1962.
  2. The Conference of the Heads of Independent Schools in Zimbabwe (CHISZ) is a duly constituted Association of the Headmasters of the Association’s member schools whose objects are aligned to the Association and which supports the objects of the Association at the school member level by establishing common best practices in school management and teaching practices for and on behalf of the Association’s members.
  3. The Association and CHISZ wish to formalise the direct relationship and working structures between the two organisations, whilst maintaining their respective independence and constituent interests.
  4. The Association members have amended its Constitution from time to time and have decided to amend that Constitution again in accordance with clause 9 to make such changes as reflect the Association’s structure in relation to CHISZ and its current method of operation.

CONSTITUTION

1. NAME, LEGAL STATUS AND DEFINITIONS

  1. The name of the Association hereby formed and constituted is “The Association of Trust Schools”, known and referred to as ‘ATS’.
  2. The Association is a universitas, a non-profit body with perpetual succession, having an existence apart from any of its members and capable of suing and being sued in its own name.
  3. The following definitions shall apply to this Constitution –
    • Annual General Meeting” means an Annual General Meeting held in accordance with this Constitution.“CHISZ” means The Conference of Independent Schools in Zimbabwe, a duly constituted association of the Headmasters of member Trust Schools, to which the Heads of any Ordinary Member shall be a member.
    • Constituent Governing Body” shall mean a Governing Body which is an Ordinary member of the Association.
    • General Meeting” means a meeting of Representatives and Honorary members held in accordance with this Constitution.
    • Governing Body” means the duly constituted body legally having actual and effective control of a Trust School, by whatever means such body is constituted.
    • Representative” means the representative appointed by a Constituent Governing Body, including an alternate or substitute when authorised to represent it.
    • Trust School” means a school, whether owned by a Trust, Association, religious or charitable body or a company, registered in terms of the Education Act as a non-governmental school in Zimbabwe, being one that is not administered and controlled by government or by any organ or level of government, and
    • is effectively independent of control by any body other than its Governing Body; and
    • does not carry on and will not carry on its activities for any acquisition of profit by the school, its Governing Body or any member thereof or its owner;
  4. The Preamble to this Constitution shall be taken as a part of the Constitution itself.
  5. Any reference to the masculine gender shall include female or neuter gender, and any reference to the singular shall include the plural, and vice versa, unless the context requires otherwise.

2. OBJECTS

The objects of the Association are –

  1. To foster and promote excellence in education throughout Zimbabwe generally and within the independent non-profit schools sector particularly, inter alia by –
    1. Working closely with the Ministry of Education in all aspects of mutual concern;
    2. Discussing matters concerning policy and administration of Trust Schools and encouraging co-operation between their Governing Bodies;
    3. Considering the relationship of Trust schools to the general educational interests of the community and enhancing education generally;
    4. Establishing or adopting membership criteria, standards of practice and Codes of Conduct that are reflective of applicable best practice for Trust Schools;
    5. Expressing and representing the views of Constituent Governing Bodies and of the Association on the foregoing matters and taking such actions as it may deem expedient.
  2. To co-operate with other organisations and institutions with similar or related objects or concerned with educational interests in the community or the region;
  3. To act as an advisory body on all matters of concern to members of the Association;
  4. Generally, to do all such other things which are in the opinion of the Association or its Executive Committee appropriate or incidental or conducive to the attainment of any of the above objects.

3. MEMBERSHIP, REPRESENTATION & SUBSCRIPTIONS

  1. Ordinary membership of the Association shall be open to the Governing Bodies of Trust Schools in Zimbabwe which meet the criteria and standards set and/or adopted by the Executive Committee of the Association from time to time and who agree to abide by the criteria and standards set by the Association from time to time, including Codes of Conduct established by the Association itself or those established by the CHISZ and adopted by the Association as best practice in the private education sector and in the interests of all members.
  2. The Association, on such conditions as it may from time to time decide, may admit;
    • (a) as a non-voting Associate member, any other properly constituted organisation of non-governmental and non-profit schools, whether in Zimbabwe or foreign;(b) as a non-voting Associate member, the governing body of any foreign school which would, if in Zimbabwe, qualify as a Trust School;(c) as an Honorary member [for a year or another given period or, when this is so specified, for life] any individual who has given significant service in and to the private education sector or the Association and is endorsed for such membership at an Annual General Meeting;

    Provided that the aggregate of the number of Associate and Honorary members admitted in terms hereof shall at no time exceed 50% of the number of Ordinary members admitted in terms of clause 3.1 above.

  3. All existing Ordinary and Honorary members of the Association shall retain their membership as such. Any other Governing Body or an organisation qualified for membership shall become a member of the Association when it has successfully applied for membership, paid its first subscription to the funds of the Association, and met any conditions set for membership under clause 3.1 or 3.2. An individual qualified under clause 3.2(c) shall become a member when he has accepted membership and complied with any conditions set for it.
  4. A Constituent Governing Body shall appoint from amongst its own number a representative to act for it at all general meetings of the Association, and an alternate who will be able to act and vote on behalf of that Constituent Governing Body only in the absence of its first-nominated representative. The Constituent Governing Body may at any time revoke any such appointment and make another appointment.
  5. In the event of both its first-nominated representative and its alternate being unable to attend a meeting, the Constituent Governing Body, in such manner as it may decide, may provide for another of its members to attend the meeting or may provide a written proxy to any other Representative, the Chairman or any Executive Committee member to exercise all the powers of its Representative at such meeting.
  6. Upon the death or resignation of any representative or alternate, or him ceasing to be a member of the Constituent Governing Body that appointed him, or his appointment being revoked by it, the Constituent Governing Body shall elect another representative or alternate, as the case requires, in his place.
  7. A Constituent Governing Body shall notify the Secretary of the Association forthwith of every appointment of its representative and alternate and any revocation of an appointment, and must confirm any authority given to another person under clause 3.5.
  8. A Constituent Governing Body or other member shall remain a member of the Association indefinitely, provided that:
    • Membership may be duly terminated at the instance of the member by its written resignation;
    • Membership may be duly terminated at the instance of the Association if a member defaults in any subscription, provided reasonable written notice of the intention to terminate membership on such grounds is given;
    • Membership may be duly terminated, or suspended for any period as adjudged appropriate, at the instance of the Association if the member ceases to meet the requirements for membership set out in Clause 3.1 above or upon a breach of any of the criteria and standards of the Association or for other good and sufficient cause, provided the Association complies with the general rules of natural justice before making any final decision to terminate any membership under this clause.
  9. Each member shall pay the subscription determined by the Association for a year or a school term. The first such subscription shall be due and payable when an application for membership is made, whether or not the year or term has already begun; but the subscription tendered shall be refunded if membership is refused. Thereafter subscriptions must be paid promptly within one month of the start of the year or term. Any member whose membership is terminated or suspended for any reason shall remain liable to the Association for any subscription due but unpaid before the date of that termination.
  10. Subscriptions shall be set from time to time at an Annual or Special General Meeting, and may be set at differing levels, or waived, for Ordinary, Associate and Honorary members.
  11. The Executive Committee, in its discretion and in special circumstances acceptable to that Committee and notified to the members of Association, may exempt a Constituent Governing Body or other member from all or part of the subscription for any year or term or indefinitely.
  12. The liability of a member for any debts of the Association shall be limited to its own unpaid subscriptions.

4. GENERAL MEETING

  1. An Annual General Meeting of Representatives and Honorary members shall be held in each calendar year within 9 months of the end of Association’s financial year, at a date, time and place decided by the Executive Committee.
  2. Special General Meetings may be called by the Executive Committee for any purpose at any time, and shall be promptly called upon receipt of any written requisition signed by at least ten Representatives and/or Honorary members stating the objects for which such a meeting is desired.
  3. At least 21 days notice of Annual or Special General Meetings shall be given to all members and a copy of the agenda for that meeting shall be circulated with each notice of it; provided that a Special General Meeting may be called on less notice, if so recommended by the Executive Committee, subject to receiving the written consent of at least half the total number of Constituent Governing Bodies prior to the meeting.
  4. The business of an Annual General Meeting shall be:
    • To receive a report from the Chairman of the Executive Committee on its work during and after the year ending 31 st December last preceding the meeting and on its prospective work;
    • To receive a report from the Treasurer on the Association’s financial affairs during and since the year ending 31 st December last preceding the meeting, together with the audited balance sheet showing all the Association’s assets and liabilities as at that year end;
    • To receive, as considered necessary, reports from the Executive Director, CHISZ, the Association of Trust School Bursars, the Association of Trust School Parent Bodies and/or the Association of Trust School Teachers;
    • To re-elect any members of the Executive Committee standing down by rotation and standing for re-election;
    • To elect any new members to the Executive Committee where any vacancies exist on the Executive Committee;
    • To appoint a Treasurer of the Association;
    • To be advised of the members of the Executive Committee appointed by CHISZ;
    • To appoint the Association’s auditors, and any terms relating to that appointment;
    • Where appropriate, to consider if any honoraria should be payable;
    • To transact any other business of which due notice as to its nature has been given to the Secretary at least 14 days before the date of the meeting, or which at least half by number of the members of the Association agree to consider despite receiving only a lesser period of notice;
  5. The Chairman of the Association shall preside at all General Meetings. If the Chairman is not present, the Representatives present shall appoint another member of the Executive Committee to take the Chair.
  6. Unless a Representative holds a formal proxy or has been nominated Representative for more than one Constituent Governing Body, no Representative shall have more than one vote even if the Constituent Governing Body represented owns or controls more than one school. If there is an equality of votes for and against any resolution submitted to a General Meeting, then the Chairman, in addition to his ordinary vote, shall have a casting vote that he may exercise at his discretion and his casting vote may accordingly break any such deadlock.
  7. Voting at General Meetings shall normally be by show of hands, but if demanded by any three Representatives and/or Honorary members present, a poll shall be taken in such manner as the Chairman directs.
  8. No business shall be transacted at a General Meeting unless a quorum of ten Representatives is present, other than to adjourn it for one week or any longer period decided by a majority of those properly present to enable a quorum to meet, or to cancel the Special General Meeting if it is not an Annual General Meeting.
  9. In addition to Representatives and Honorary members, the Head of a Trust School shall be entitled to attend and speak at any General Meeting, but not to vote thereat.

5. EXECUTIVE COMMITTEE AND OFFICERS

  1. The Association shall have an Executive Committee consisting of:
    • Elected members, numbering between six and twelve, each of whom shall hold office for a fixed period up to the conclusion of the Annual General Meeting two years after his election, when he shall be eligible for re-election;
    • An Executive Director;
    • A Treasurer of the Association;
    • Two members appointed by CHISZ;
    • The Chairman of the Association of Trust School Parents, or its alternate representative as decided by that association; and
    • The Chairman of the Association of Trust Schools Bursars, or its alternate representative as decided by that association.
  2. The Executive Committee may, in its discretion from time to time, appoint an Executive Director for the Association. Such appointed may be a full time or part time post and may be combined with and incorporate duties within CHISZ, which duties shall not be regarded as in conflict with the appointment as Executive Director, but shall indeed be aligned to the objects and interests of the Association.
  3. The Officers of the Association shall be as follows:
    • The Chairman of the Association, who shall be elected by the Executive Committee from amongst its members elected in terms of Clause 5.1(a) above, at a meeting held each year promptly after the Annual General Meeting;
    • The Executive Director, if the Executive Committee, in its discretion as
      exercised from time to time, decides to employ such an official;
    • The Treasurer.
  4. The Treasurer may be appointed from the elected members of the Executive Committee or may be a paid employee of the Association or may be an honorary or co-opted appointment of the Association appointed at the Annual General Meeting, provided that the posts of Executive Director and Treasurer shall not be combined.
  5. The Executive Committee shall meet at such times and intervals as it deems appropriate and can regulate its proceedings in such fair and reasonable manner as it deems fit, provided it gives due notice of its meetings to each of its members, or the members waive this.
  6. A quorum at any duly convened meeting of the Executive Committee shall be more than one half of the members elected in terms of clause 5.1(a) personally present, provided always that this number shall exceed the number of ‘ex officio members’ of the Executive Committee. If a quorum is not achieved the meeting may then be postponed to one week later, and notice of that then be given, and at such postponed meeting the members personally present shall form a quorum.
  7. Each member of the Executive Committee shall have one vote and any business shall be decided by a simple majority of votes. Voting shall be by show of hands unless a poll is required by any two members or by the Chairman of the meeting when a poll shall be taken in such manner as the Chairman may direct. In the event of an equality of votes for and against a resolution, the Chairman shall not have a casting vote, and the resolution shall be taken as being not carried.
  8. Any casual vacancy occurring in the current number set for elected members on the Executive Committee may be filled by the appointment of a suitably qualified representative made by its remaining members, provided that the person so chosen to fill such vacancy shall hold office only until the next Annual General Meeting, at which he shall retire. Any vacancy will then be filled by election. A person who had been chosen to fill a casual vacancy will be eligible for election.
  9. The Executive Committee shall set the policies and conduct the general management of the Association and have the power to carry on its business and exercise its powers at all times, provided that the policies and management shall always be conducted and exercised in accordance with any resolutions passed at any General Meeting. Subject to such resolutions and without prejudice to the general powers vested in it as to the making of policy and general management, the Executive Committee shall have the following specific powers to exercise from time to time in its discretion:
    • To appoint and to dismiss any employed Officer or other person employed by the Association, to determine his duties and conditions of service and to pay him such remuneration as the Executive Committee deems fit;
    • To fix and pay an honorarium that may be due to any Officer;
    • To open a bank account in the name of the Association and to operate thereon, in such manner as the Executive Committee may determine;
    • To invest and deal with any monies and other assets of the Association as the Executive Committee in its discretion deems fit;
    • To appoint such sub-committees with such terms of reference as it may deem desirable;
    • To co-opt onto the Executive Committee such further members as it may determine for such period as it may determine, provided that
      • co-opted members shall not exceed one-third of the number elected and appointed in accordance with clause 5.1(a);
      • the period of appointment shall not extend beyond the conclusion of the next Annual General Meeting; and
      • each co-opted member shall have a vote.
    • To admit to Ordinary membership of the Association any applicant who qualifies in accordance with clause 3.1 and is recommended for Ordinary membership by an assessment panel headed by an Executive Committee  member or the Executive Director, where one is so employed. The assessment panel shall be made up of at least three persons, including the Executive Committee member or Executive Director, two of whom shall be CHISZ appointees;
    • To recommend applicants for membership in accordance with clause 3.2;
    • To fix subscriptions and make any provision considered desirable then for reviewing these during the coming year;
    • To recognise, for the purposes of paragraphs (c), (d), or (e) of clause 5.1, the chairperson or representatives of any Association or successor organisation to any association referred to therein;
    • To terminate or suspend, as appropriate, any member upon any ground set out in clause 3.8 (b) or (c), provided always that the rules of natural justice are applied.
  10. No member of the Executive Committee or other member of the Association shall be liable for the acts or omissions of any other member, or for any financial loss or defect in title to any property acquired by it, upon any ground whatsoever other than as a result of any gross negligence or reckless or deliberate misconduct on his part.

6. QUALIFICATIONS FOR AND ELECTIONS TO EXECUTIVE COMMITTEE

  1. Associate and Honorary members of the Association admitted in terms of clause 3.2 shall not be entitled to nominate or second or to vote in an election for any member of the Executive Committee.
  2. The members of the Executive Committee referred to in clause 5.1(a) shall be elected at an Annual General Meeting only from the candidates duly nominated and seconded by Ordinary members, whose acceptance is tendered at that meeting either personally or in writing.
  3. To be eligible for election to the Executive Committee, or as a replacement or co-opted member, a candidate must be;
    • (a) the representative or alternate of a Constituent Governing Body who has served on that or any Constituent Governing Body of a member for at least two years; or
    • (b) a member of a Constituent Governing Body, where there is no representative or alternate already sitting or nominated for election as a member of the Executive Committee who has served on any Constituent Governing Body of a member for at least two years; or
    • (c) any other person or professional whom the Proposer and Seconder consider suitable for election by reason of special knowledge or experience in the educational field (the nature of which shall be declared to the meeting on the proposal of such candidate).

    For the sake of clarity it is recorded;

    • that no Constituent Governing Body shall have more than one representative elected to the Executive Committee, unless that person is elected in terms of Clause c) above.
    • that to serve on the Executive Committee, a representative must have served on any Governing Body of a member, not necessarily the one currently represented, for a period of no less than two years.
  4. No paid employee of the Association shall be eligible for election onto the Executive Committee in terms of clause 5.1(a), but unless the Executive Committee decides that an employee Officer shall not or need not attend, that Officer may attend its meetings ex officio, without having any vote thereat.

7. REGISTER OF MEMBERS AND OTHER RECORDS

  1. The Association shall keep a Register of Members, containing such particulars relating to members as the Executive Committee deems desirable, and Minutes duly reflecting the proceedings at all meetings of the Association, its Executive Committee and any subcommittee, and all such other records as the Executive Committee may deem desirable.
  2. The Register and Minutes shall be open to inspection by any member of the Executive Committee, or any Representative or Honorary member, at all reasonable times.

8. ACCOUNTS

  1. The Association’s financial year shall run from 1 st January to 31 st December.
  2. The Treasurer at every Annual General Meeting shall present an audited financial statement showing the transactions during the preceding financial year and the financial position of the Association on the last day thereof; together with a report on the Association’s financial affairs since that year end and its prospects.
  3. The books of account of the Association in each year shall be examined and audited by such persons as the Association may from time to time appoint.
  4. The Executive Director and the Treasurer shall ensure they keep all such books of accounts and other records as may properly and promptly at all times reveal truly, fairly and transparently the transactions and position of all the assets and financial affairs of the Association. These books and records shall be open to inspection by any member of the Executive Committee, or any Representative or Honorary member, at all reasonable times.

9. AMENDMENT OF THE CONSTITUTION, OR DISSOLUTION

  1. This Constitution may be amended at any General Meeting of the Association by a vote in favour of the amendment of not less than two-thirds of the Representatives present, provided at least 21 days notice of the amendment has been given to all members, or that such period of notice is waived in whole or part by not less than 50% of the members present, individually or through its Representative.
  2. The Association may be dissolved or be merged with a body with similar aims by a resolution unanimously passed by the representatives of its Constituent Governing Bodies. At least 21 days notice of any such resolution must be given to all members, or by each member who does not receive that period of notice must waive it in whole or part, individually or through a Representative. Should all remaining members be too few in number to form a quorum, a quorum will not be needed to pass such a resolution.
  3. Upon any dissolution or merger, no assets of the Association shall accrue to any of its members but shall instead be transferred in cash or kind to another non-profit organisation which in the opinion of the majority of its members at that time will pursue one or more of the objects of the Association thereafter.

10. INTERPRETATION OF CONSTITUTION
Should any doubt or dispute arise as to the meaning of any part of this Constitution, the interpretation of such part by the Executive Committee shall be final, unless and until a General Meeting decides otherwise.

11. GENERAL
Notice of any General Meeting shall be effected by serving notice on all members at the address nominated by each, by delivery or by being sent by prepaid letter [which shall be deemed to have been received by the member on the fifth day after posting of that notice addressed to the member] or by fax or electronic message sent to its address. Notice of any Executive Committee meeting shall be given to its members in like manner or by telephone or other electronic or oral message.
Revised 1st October 2015