CHISZ CONSTITUTION

CONSTITUTION OF
THE CONFERENCE OF THE HEADS OF
INDEPENDENT SCHOOLS IN ZIMBABWE (CHISZ)

1. NAME, LEGAL STATUS AND DEFINITIONS

  1. The name of the Association hereby formed and constituted and termed a ‘Conference’ is “The Conference of the Heads of Independent Schools in Zimbabwe”, known as CHISZ.
  2. The Conference 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 –
    • Head” means the person in direct day to day management control of a Trust School, by whatever name that position may be called.
    • ATS” means The Association of Trust Schools of Zimbabwe.
    • Trust School” means a duly registered non government school which is an Ordinary Member of ATS.
  4. 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 Conference are:

  1. To act as an association for the Heads of Trust Schools to collectively promote the welfare and interests of any or all of those Trust Schools;
  2. To support the objects of ATS;
  3. To establish best practices in school headship and teaching standards and to encourage the adoption and adherence to these best practices by all members;
  4. To co-operate with other Trust Schools in establishing standards and codes of conduct and behaviour for both the teaching profession and student bodies within Trust Schools;
  5. To establish standards and codes of conduct to be followed between members in respect of all educational, cultural and sporting activities entered in to by or between members;
  6. To appoint representatives to the Executive Committee of ATS so as to ensure that the views of Heads are taken in to account within that Association;
  7. To recommend criteria and standards for Ordinary Membership of ATS to the Executive Committee of ATS;
  8. To appoint representatives to the assessment panel responsible for recommending prospective Ordinary Members to the Executive Committee of ATS;
  9. Generally, to do all such other things which are in the opinion of the Conference or its Standing Committee appropriate or incidental or conducive to the attainment of any of the above objects.

3 MEMBERSHIP

  1. Membership of the Conference is ex officio and related to an individual in one of three capacities;
    • The person currently appointed to the position of Head of a Trust School shall be an Ordinary Member.
    • A person elected as an Honorary Member.
    • A person appointed Executive Director of ATS.
  2. Where the Ordinary Member of ATS is one entity, but operates more than one Trust School, the Head of each of those schools shall be an Ordinary Member of CHISZ.
  3. The Standing Committee may recommend to any General Meeting the appointment of an individual as an Honorary Member. Such membership shall be an appointment in recognition of service to the profession and be open to individuals who have previously been Ordinary Members of the Conference, irrespective of which Trust Schools they may have represented, for an aggregate of twenty years or more, whether continuous or not. Honorary Members shall have no right to vote.
  4. Each member shall pay the subscription as determined by the Conference for a year or a school term from time to time at an Annual or Special General Meeting, which subscription may be set at differing levels, or waived, for Ordinary and Honorary members .
  5. The Conference shall keep a Register of Members containing such particulars as laid down by the Standing Committee

4 GENERAL MEETINGS

  1. An Annual General Meeting of members shall be held in each calendar year within 9 months of the end of Conference’s financial year, at a date, time and place decided by the Standing Committee.
  2. Special General Meetings may be called by the Standing Committee for any purpose at any time, and shall be promptly called upon receipt of any written requisition signed by ten members stating the objects for which such a meeting is desired.
  3. At least 21 days notice of all 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 Standing Committee, subject to receiving the written consent of at least half the total number of members prior to the meeting.
  4. The business of an Annual General Meeting shall be:
    • To receive and consider the audited statement of all income and expenditure for the year ending 31 st December last preceding the meeting, together with the audited balance sheet showing all the Conference’s assets and liabilities as at that year end;
    • To receive reports from the Standing Committee on its work during and after that year and on the Conference’s financial affairs since that year end and on its prospective work;
    • To approve any guidelines, Codes of Conduct or standards recommended by the Standing Committee in the best interests of member Trust Schools;
    • To fix subscriptions and make any provision considered desirable then for reviewing these during the coming year;
    • To elect a Chairman and Vice-Chairman of the Conference and other members of the Standing Committee;
    • To appoint two members of the Standing Committee to sit on the Executive Committee of ATS;
    • 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 Conference agree to consider despite receiving only a lesser period of notice;
    • To appoint an auditor for the Conference and any terms relating to that appointment.
  5. The Chairman or Vice-Chairman of the Conference shall preside at all General Meetings. If the Chairman or Vice-Chairman is not present, the members present shall appoint another member of the Standing Committee to take the Chair.
  6. No business shall be transacted at a General Meeting unless a quorum of ten members 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 General Meeting if it is not an Annual General Meeting.
  7. Every Member present in person at any Meeting shall have one vote and resolutions shall be carried at any meeting by a majority of votes. The Chairman of any meeting shall, in addition to a deliberative vote have, in the event of any equality of votes, a casting vote which he shall exercise in his discretion with a view to breaking any voting deadlock.

5 STANDING COMMITTEE AND OFFICERS

  1. The management and administration of the Conference shall be vested in a Standing Committee of elected members, led by the elected Chairman and Vice-Chairman, who shall be members of the Standing Committee.
  2. The Standing Committee shall consist of no fewer than six elected members, including the Chairman and Vice-Chairman, who shall be elected to the Standing Committee at the Annual General Meeting. The members of the Standing Committee, at the first meeting following the Annual General Meeting, shall appoint a Secretary and Treasurer from within their members, who shall hold office until the conclusion of the next Annual General Meeting.
  3. Any Executive Director of ATS shall, ex officio, be a full voting member of the Standing Committee.
  4. Four Members of the Standing Committee personally present shall form a quorum.
  5. Any casual vacancies in the Standing Committee may be filled by the members, such appointments remaining in office only until the next Annual General Meeting, when they shall retire, but be eligible for election.
  6. The Officers of the Conference shall be the Chairman, Vice-Chairman, Secretary and Treasurer.
  7. The Chairman and Vice Chairman shall be elected at an Annual General Meeting for a period of two years, expiring at the end of the Annual General meeting at the end of that two year period. Each shall be eligible for a second consecutive term at the end of which, he shall not be eligible for re-election to the same office.

6 POWERS OF THE STANDING COMMITTEE

  1. The Standing Committee shall conduct the policy and general management of the Conference in keeping with the objects of the Conference and shall have the power to carry on its business and exercise its powers at all times, provided that they shall always be conducted and exercised in accordance with any resolutions passed at any General Meeting.
  2. Subject to any resolutions of General Meetings and without prejudice to the general powers vested in it, the Standing Committee shall have the following specific powers to exercise from time to time in its discretion:
    • To appoint and to dismiss any Officer or other person employed or contracted by the Conference, to determine his duties and conditions of service and to pay him such remuneration as the Standing Committee deems fit;
    • To open a bank account in the name of the Conference and to operate thereon, in such manner as the Standing Committee may determine;
    • To invest and deal with any monies and other assets of the Conference as the Standing Committee in its discretion deems fit;
    • To select a panel of experienced members to review, assess and recommend, on an ongoing basis, the criteria and standards required for Ordinary Membership of ATS and from which panel members required to assess any application for Ordinary Membership of ATS shall be selected;
    • To originate, establish and recommend standards of behaviour or teaching reflective of best practice within Trust Schools and draw up, for approval by the General Meeting, any guidelines or Codes of Conduct reflective of these;
    • To appoint such other sub-committees or panels with such terms of reference as it may deem desirable;
    • To recommend to ATS that an Ordinary Member of ATS be considered for suspension or termination in circumstances set out in Clause 7.2;
    • To co-opt onto the Standing 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 to the Standing Committee;
      • 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 accept to membership of the Conference any applicant who qualifies in accordance with this Constitution.
  3. No member of the Standing Committee or other member of the Conference 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.

7. CODES OF CONDUCT AND GUIDELINES

  1. Subject to the directions of or any amendment by the Governing Bodies of their respective Trust Schools, all members of the Conference undertake to adopt and honour guidelines or Codes of Conduct within their schools as agreed and adopted at any General Meeting.
  2. Where any member displays a wilful disregard for any agreed guidelines or Code of Conduct or is in breach of any of the guidelines or Code of Conduct of the Conference or for other good and sufficient cause, the Standing Committee shall be entitled to recommend to ATS that such Ordinary Member of ATS be considered for suspension or termination, provided the Conference complies with the general rules of natural justice before making any such recommendation under this clause.

8. AFFILIATION

The Standing Committee may apply for affiliation to any properly constituted International or Regional Association with similar objects and similar conditions and standards of membership. Similarly, any properly constituted Association with similar objects and similar conditions and standards of membership may, by resolution of a General Meeting, be declared an affiliated body to the Conference.

9. LIABILITY

The liability of Members shall be limited to the amount of their unpaid subscriptions.

10. AMENDMENT

This Constitution may only be amended by a resolution of not less than two- thirds of the Members present in person at a General Meeting, of which not less than one month’s notice, setting out the proposed amendment shall have been given to all members.

11 .INTERPRETATION

Should there be any doubt as to the meaning of this Constitution, the interpretation thereof by the Standing Committee, shall be final, unless, and until, a General Meeting decides otherwise.

12. DISSOLUTION

The Conference may be dissolved by a resolution of not less than two thirds of the Members present at a Special General Meeting called for that purpose, of which not less than one month’s notice shall be given to all Members. The quorum for such a Meeting shall not be less than 50% (fifty per cent) of the total membership at that time.
September 2015