CONSTITUTION OF TANZANIA MEDIA WOMEN’S ASSOCIATION …

CONSTITUTION

OF

TANZANIA MEDIA WOMEN’S ASSOCIATION

(TAMWA)

(1987)

This amended Constitution was passed by Annual General Meeting at TAMWA Office, Sinza Mori,

Kijitonyama Block 47 Dar es Salaam,1st April, 2017

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CONSTITUTION OF TANZANIA MEDIA WOMEN’S ASSOCIATION (TAMWA 1987)

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TABLE OF CONTENTS PREAMBLE: ................................................................. 1

Article I: ...................................................................... 3

1.0 ESTABLISHMENT OF THE ASSOCIATION: ............ 3

Article II: ..................................................................... 4

2.0 OBJECTIVES OF THE ASSOCIATION: ..................... 4

Article III: .................................................................... 9

3.0 TAMWA CORE VALUES: ....................................... 9

Article IV: .................................................................. 11

4.0 MEMBERSHIP: ................................................... 11

Article V: ................................................................... 25

5.0 CESSATION OF MEMBERSHIP: ........................ 25

Article VI: .................................................................. 28

6.0 STRUCTURE OF THE ASSOCIATION: ...................... 28

Article VII: ................................................................. 42

7.0 QUORUM OF THE BOARD: ..................................... 42

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Article VIII: ................................................................ 43

8.0 SECRETARIAT: ........................................................ 43

Article IX: .................................................................. 44

9.0 TAMWA ZANZIBAR OFFICE: ................................. 44

Article X: ................................................................... 59

10.0 CHAIRPERSON OF THE ASSOCIATION: ................ 59

Article XI: .................................................................. 62

11.0 EXECUTIVE DIRECTOR OF THE ASSOCIATION: .... 62

Article XII : ................................................................ 67

12.0 FUNDS AND FINANCIAL RESOURCES OF THE ASSOCIATION: ................................................... 67

Article XIII: ................................................................ 70

13.0 AMENDMENT TO THIS CONSTITUTION: .......... 70

Article XIV: ................................................................ 71

14.0 DISSOLUTION: .................................................. 71

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PREAMBLE

WHEREAS an independent and strongly respected media is indispensable for the collection, analysis and dissemination of information to the society.

AND WHEREAS female media practitioners in the media should actively and effectively participate in cultivating, establishing, maintaining and enforcing respect to human rights, gender equality and the norms of good governance, sets a high standard of quality and analytical information to the public.

RECOGNISING the role played by the media in the development of society.

RECOGNISING FURTHER the need to involve all women in the media industry and journalists in Tanzania in promoting the said industry and journalism profession:

DETERMINED to chart out a common action for lobbying and advocating for changes in policies and laws of the United Republic of Tanzania with the aim of improving the media industry.

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The following founder members Edda Sanga, Nelly Kidela, Valerie Msoka, Halima Shariff, Fatma Alloo, Ananilea Nkya, Rose Haji, Rose Kalemera, Pili Mtambalike, Elizabeth Marealle, Leila Sheikh-Hashim and Jamilla Chipo, in 1987,

UNANIMOUSLY RESOLVED to establish and constitute and register the Tanzania Media Women’s Association (TAMWA).

Vision:A peaceful Tanzanian society which respects human rights from a gender perspective.

Mission Statement:

To advocate for women and children’s rights by conducting awareness raising activities for cultural, policy and legal changes/transformations in the society through the use of media.

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Article I

1.0 ESTABLISHMENT OF THE ASSOCIATION

1.1 There is hereby established an Association known as the Tanzania Media Women’s Association (hereinafter referred to as the “Association” to be known under the acronym “TAMWA”.

1.2 TAMWA shall be not for profit sharing organization devoted to carry out the aims and objectives specified in article II of this Constitution.

1.3 The headquarters of the Association will be in Dar es Salaam and there shall be a semi-autonomous office in Zanzibar.

1.4 TAMWA may be affiliated to bodies whose interests are in line with the objectives of the Association.

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Article II

2.0 OBJECTIVES OF THE ASSOCIATION2.1 The main objective (mission) of TAMWA

shall be2.1.1 We are the media women who

believe and respect human rights, and shall defend and advocate for women and children’s rights through educating, mobilizing, and pressurizing for cultural, political and legal changes in the society by effectively using our profession.

2.2 The specific objectives and mandate of the Association shall be

2.2.1 To create a fora for exchanging ideas, technical skills and resources by media women.

2.2.2 To contribute to the development of Tanzania through media skills.

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2.2.3 To promote the development efforts of all Tanzanians not only through conventional media but traditional media such as visual, theatre, folk, social media and artistic media.

2.2.4 To promote the concerns of women in all fields through the combined efforts of media women.

2.2.5 To establish and instill a sense of awareness among media women in general on their role in the development of the society.

2.2.6 To educate women in general on their rights and foster positive portrayal of women in the media.

2.2.7 To promote professional excellence to the media women through training both locally and abroad.

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2.2.8 To foster solidarity with other women’s organizations within and outside Tanzania.

2.2.9 To encourage more women to join journalism and other professions.

2.2.10 To encourage members to specialize on various professions that will add value to TAMWA in particular and the country at large.

For the purpose of carrying out the objectives of the Association under this Constitution the Association may

2.2.11 Establish specialized agencies for effective implementation of the programs designed by the Association.

2.2.12 Acquire premises necessary or convenient for the conduct of

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the affairs and business of the Association and for that purpose, buy, take in exchange, hire or otherwise acquire immovable property and interests, rights and privileges in respect of the premises or property.

2.2.13 Buy, take in exchange hire or otherwise acquire movable property necessary of convenient for the conduct of the affairs and business of the Association.

2.2.14 Access loans, overdraft facilities or borrow monies in such amounts for such purpose and under such condition as may be determined by the Governing Board.

2.2.15 Solicit and receive funds within and outside Tanzania, receive grants in cash or kind, and charge an appropriate fee in the provision

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of the services aforesaid with the view to enhancing development, expansion and or rehabilitation of the media in Tanzania.

2.2.16 Invest monies and other property of the Association not immediately required, upon such security, if any, as the Governing Board may determine.

2.2.17 Employ and engage, on such terms and conditions as the Governing Board may consider appropriate such person as may be necessary for conducting the affairs and business of the Association and discharge its objectives and may suspend or discharge any such person.

2.2.18 Establish documentation and networking centers specializing in media advocacy, women’s and children’s rights.

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2.2.19 Do all lawful acts and things that are conducive to, or necessary for, the attainment of all or any of the objectives of the Association.

Article III

3.0 TAMWA CORE VALUES3.1 TAMWA has a number of collective beliefs that guide the way for the staff and members to relate among themselves and the wider society in which it operates. These core values include:

3.1.1 TransparencyThe Association shall enhance the spirit of transparency in things it does. Efforts shall be made to ensure that every key actor, programs and activities of the Association are transparent. This is important, as it will indicate honesty and sincerity for the ultimate integrity and credibility of the Association.

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3.1.2 AccountabilityTAMWA shall be accountable not only to donors but also to other stakeholders and individuals who work with it.The Association shall promote and enhance the spirit of accountability to the staff, members and other stakeholders with whom we shall collaborate. TAMWA’s Motto is “Umoja Uwajibikaji na Uaminifu Thabiti” “Unity, Accountability and Unblemished Trustworthiness.”

3.1.3 Equal PartnershipTAMWA considers the government, donor agencies, civil society organizations, private sector and the general public as partners. The Association equally considers and respects every partner with whom it works in a way it would expect others to respect it.

3.1.4 DiversityThe Association believes that diverse views and opinions from a wide range of

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stakeholders are healthy for bringing about desirable changes in the society. Multi disciplinarily is another element of diversity which TAMWA values.

3.1.5 Observation of human rightsEach member or employee of the Association is duty bound to uphold and respect human rights in all aspects of her/his life. Each one should live human rights.

Article IV

4.0 MEMBERSHIPThere shall be three (3) types of memberships

1. Permanent membership2. Media women professional

membership

3. Honorary membership

4.1 Eligibility for membership

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4.1.1 Permanent membership Permanent membership is conferred to all founder members regardless of Article 5.0 provisions. The permanent members of TAMWA are listed by name in Paragraph 5 of the Preamble.

4.1.2 Media women professional membership

Membership by application for media women professionals - membership shall be open to any woman media professional who meets the requirements set forth in this Constitution under Article 4.1.3

4.1.3 Professional requirements(i) Diploma holders in journalism

and above with not less than three (3) years experience in media and are in practice.

(ii) Degree holders with not less

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than three (3) years experience in media and are in practice.

(iii) Non-practicing media women professionals who in the opinion of the General Meeting will have an input to the Association.

4.1.4 Ethical requirements (i) Committed, loyal sensitive and role

model in upholding, promoting and defending human rights and equality in the society.

(ii) Credible with integrity, self- respecting and respect to others.

(iii) Defender of the vision and mission of the Association.

(iv) Responsible passionate and accountable to the Association and all it stands for.

(v) Capable, curious, innovative guided by a spirit of voluntarism and willing to accept

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constructive criticism and continuous learning.

4.2 Honorary membership4.2.1 For a person to be identified

for honorary membership, she must have rendered outstanding services to the Association consistently for not less than 10 years.

4.2.2 The honorary membership shall be accorded to female members of the public with reputable expertise in the field or discipline, which will have value addition in the furtherance of the objectives of the Association.

4.2.3 The Governing Board shall select, scrutinize and propose to the General Meeting the names of the honorary members for deliberation and final determination.

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4.3 Responsibilities of honorary membersi. To participate in the fundraising

activities of the Association pursuant to the directions of the Board.

ii. To represent the Association in various forum as directed by the Executive Director pursuant to the interests of the Association.

iii. To participate in the activities of the Association as the secretariat may deem fit to do so.

iv. To always portray a positive name and image of the Association.

v. Honorary members shall abide to the provisions under article V on Core Values and the provisions 4.1.2 above on Ethical requirements and provisions for conduct of members in 4.4 except 4.4.3 below.

vi. The honorary member can be invited to

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attend the Governing Board and General Assembly to give her opinion in a matter that demands her expertise. Such member shall leave after the completion of the task.

4.4 Application for membership

4.4.1 Every application for membership shall be addressed to the Executive Director of TAMWA Mainland or Director of TAMWA-Zanzibar. The application shall include:

(i) Full names, email address, telephone number, residential, postal address and present occupation of the applicant.

ii) Relevant certified copies of academic credentials and 3 acceptable and accessible referees.

iii) A signed declaration that the applicant agrees to be bound

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by the Constitution of the Association and espouse the core values stated therein.

iv) The application and membership fees.

4.4.2 After being considered by the Executive Director of TAMWA Mainland or Director of TAMWA-Zanzibar the application shall be submitted to the Governing Board or Governing Committee respectively in the following meeting, unless the date of such meeting is less than five days after the receipt of her application in which case submission may be deferred until the following meeting.

4.4.3 On submission of an application for membership, the Governing

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Board/Governing Committee shall proceed to scrutinize the application and give its considered opinion in writing proposing to the Annual General Meeting to approve or reject the application with reasons in case of rejection.

4.4.4 When the Annual General Meeting considers any application, the Executive Director of TAMWA Mainland or Director of TAMWA-Zanzibar shall, without delay send notice of the results thereof to the applicant in writing. When the decision has been in favor of the applicant, copies of the Constitution of the Association and the Code of Conduct shall be annexed to such notification.

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4.5 Conduct of members

4.5.1 In case the conduct of any member shall be in the opinion of the Governing Board, incompatible with the objects of or injurious to the character, or interest of the Association, the Governing Board shall call upon such member to give explanation orally or in explanation orally or in writing.

4.5.2 If such member fails to give an explanation within seven days upon receipt there of or give explanation which appears to be unsatisfactory, the Governing Board may suspend her from the membership and forward the findings of its decision to the Annual General Meeting for further action.

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4.5.3 The Governing Board may, bar a member from attending any meeting or retreat of the Association or vote by proxy, or receive any circulars or communications of any kind from the Association if such member is under suspension.

4.5.4 Misconduct shall mean and include any act or omission by a member, which, in the opinion of the Governing Board, is contrary to the ethical requirements or core values or prejudicial to the interests of the Association and or the media industry in Tanzania.

4.5.5 The Governing Board shall submit to the Annual General Meeting any acts of misconduct by a member and the proposed action to be taken.

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4.5.6 Where a member is to be discussed, in any meeting she will be required not to participate as a member in that meeting.

4.6 Rights of members

1.6.1 Every member of the Association, with the exception of the honorary members subject to the articles of this Constitution, have the following rights and duties:

(i) To vote in the Annual General Meeting and be voted for in any position in the Association provided she meets the requirements for the post.

(ii) To attend the Annual General Meetings if she has paid her annual subscription fee and other

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meetings that she may be required to do so.

(iii) To access and buy at a subsidized price copies of the annual reports, auditors reports and other publications that are produced by the Association.

(iv) To receive trainings and skills support if eligible as a strategy to build capacity of members.

(v) To represent themselves as members of the Association and participate in its activities.

(vi) For those with relevant skills or expertise in certain areas, to be

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considered first when resource persons, representatives in various forum or consultants are needed.

(vii) To be afforded a forum to defend herself in case she is accused of anything and if dissatisfied to appeal to higher organs. To defend one-self including submitting written defense when so required.

(viii) To get information of the Association’s plans and activities at the Annual General Meeting.

(ix) To enhance her skills and safeguard her professional interests.

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4.6.2 Obligations of members

(i) To promptly pay the annual membership fees and any other fees that will be fixed in the Annual General Meeting.

(ii) To attend all General Meetings and any other meetings which she is obliged to attend and effectively participate in the deliberations.

(iii) To promote the mission and objectives of the Association.

(iv) To portray and defend the good image of the Association wherever she is.

(v) To produce quality work and within the set deadlines in any assignment she is assigned.

(vi) To abide by the code of conduct, core values and ethical requirements of the Association.

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(vii) To promote and uphold the spirit of unity, solidarity and mutual support to one another in the Association.

(viii) To safeguard the interests and secrets of the Association.

Article V

5.0 CESSATION OF MEMBERSHIP

5.1 A Member shall cease to be a member in any of the following grounds

(i) Voluntary resignation

(ii) Expulsion by the Annual General Meeting

(iii) Death

(iv) Permanent insanity and

(v) Conviction by a competent court of law on criminal offence which may tarnish the image of the Association.

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(vi) Failure to fulfill the duties and abide to ethical requirements.

(vii) Non-payment of annual subscription fees for two consecutive years.

(viii) Non-attendance of annual General Meetings for three successive years without giving valid reasons. Apologies from members on their inability to attend Annual General Meeting shall be accepted up to three times consecutively after which any subsequent apology shall not be accepted and membership shall cease except for members who live abroad.

(ix) Failure to input anything to the organization for more than a year. Input to the Association includes payment of annual subscriptions, attending annual General Meetings, Annual Retreats representing the Association in various forum and

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reporting issues which make an impact to the society or undertaking tasks that catch the attention and receive a positive reaction.

5.2 The Annual General Meeting shall not terminate or dismiss any person from membership, unless it has afforded the person adequate opportunity to defend oneself including doing the same in writing upon being requested to do so.

5.3 Any member who has been employed by the Association as a member of staff will have her membership suspended until the end of the employment contract when she will resume her membership.

5.4 If a member violates this Constitution the Governing Board may, after giving her an opportunity to defend herself, suspend her membership, and decision to suspend her will be forwarded to the Annual General Meeting for final decision. The opportunity

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to defend one-self includes doing the same in writing if required to do so.

Article VI.6.0 STRUCTURE OF THE ASSOCIATION

6.1 The Association shall have three main organs namely, the Annual General Meeting, the Governing Board and the Secretariat.

6.2 The Annual General Meeting

6.2.1 The Annual General Meeting shall be the supreme decision making body in all matters regarding the discharge of rights and duties of the members and organs of the Association.

6.2.2 The quorum for any Annual General Meeting of the Association shall be two-thirds

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(2/3) of members who have paid up their subscription fees.

6.2.3 A decision by the majority of the members present, and entitled to vote at the meeting, shall be deemed to be a decision of the Association.

6.2.4 Determination of any issue at the Annual General Meeting shall be by simple majority vote by all members present and in case of equality in votes the Chairperson shall have a casting vote.

6.2.5 The Chairperson of any meeting may, with the consent of the meeting, adjourn the meeting from time to time and from place to place but no business other than the business left unfinished at the meeting from which the adjournment took place shall be discussed.

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6.2.6 The Chairperson in consultation with the Governing Board may, at any time call an Extra-ordinary General Meeting of the Association either on her own motion or upon a request in writing of one-third (1/3) or more members of the Association stating the purpose for which the meeting is to be called to deliberate on.

6.2.7 Notice of the Annual General Meeting or Extra Ordinary General Meeting shall be made in writing to all members and should reach them at least twenty one (21) days before the date and time of the meeting.

6.2.8 The Annual General Meeting shall ordinarily be convened during the month of March in every year at a place and time to be determined by the Governing

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Board. Provided that in case the Governing Board has failed for two years consecutively without just reasons to convene the Annual General Meeting, more than half of members who are entitled to vote, may sign a requisition and form a Caretaker Committee, which shall immediately, call an Annual General Meeting.

6.2.9 Any other General Meeting of the members of the Association shall be an Extra – Ordinary General Meeting.

6.3 Powers and mandate of the Annual General Meeting

6.3.1 To consider, adopt and approve the Board’s Annual Report of the previous year.

6.3.2 To approve the audited report of the previous year.

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6.3.3 To consider and decide any policy issues and amendments of the Constitution of the Association.

6.3.4 To elect the Chairperson and Board members if elections are due.

6.3.5 To endorse the admission of new members or expulsion of members. This includes Honorary Members.

6.3.6 To dissolve the Board or expel Board member(s) for good reasons after getting recommendations from the Governing Board in case of expulsion.

6.3.7 To fix the subscription and membership fees or any other fees based on the recommendations from the Governing Board.

6.3.8 To approve the appointment of auditors of the Association based

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on recommendations from the Governing Board.

6.3.9 To receive the annual plan of action.

6.3.10 To delegate to the Governing Board any of its powers when it is necessary to do so.

6.3 The Governing Board

6.4.1 This is the Governing body of the Association vested with the powers to oversee the management of the affairs and the conduct of the Association and safeguard the vision and mission of the Association on behalf of the members.

6.4.2 There shall be a Governing Committee for TAMWA Zanzibar which shall be answerable to the Governing Board as stated under Article IX Section 9.2

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6.4.3 The Governing Board shall meet quarterly in its ordinary meetings on the date and venue agreed upon by the Board Members in their previous meeting. it can hold extra ordinary meetings when the need arises.

6.4.4 The Governing Board shall be composed of 7 members, 2 of whom must come from Zanzibar. The Executive Director and TAMWA Zanzibar Director shall be the Secretaries of the Governing Board and ex – officio members with no voting right. So far as is otherwise provided, the Governing Board, before election shall propose three names of reputable female members or non–members who have special professions in accordance to the Association’s

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need to the Annual General Meeting. The members in their Annual General Meeting shall elect members of the Governing Board if it is at the end of their tenure in office or if there are vacant positions for Board Members to be filled.

6.4.5 Members of the Board must be women media practitioners with high level of professionalism and integrity, good social standing and commitment to the course of the Association, independent and readily available for the tasks of the Association. The Board shall also include three members from specified background, two from Mainland and one from Zanzibar.

6.4.6 The tenure of the Board will be three (3) years unless decided

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otherwise by a two-thirds (2/3) resolution of the Annual General Meeting.

6.4.7 A member of the Board can cease her membership upon retirement, expulsion from the membership, conviction in criminal offence which may tarnish the image of the Association, mental incapacity or failure to attend three (3) meetings consecutively without any justifiable reason.

6.4.8 A member of the Board can be re – elected for another term but it should not exceed two consecutive terms. After a lapse of one term, a member who in the past served the Board for two consecutive terms can apply for membership in the Board.

6.4.9 There shall be TAMWA standing committees which will help the

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organization to reach its goals on various areas and be reporting to the Governing Board.

6.5 Criteria for Board membershipAn applicant for the Board membership must have the following qualities.

6.5.1 Strong academic background with a minimum of one degree and proven professional excellence and sufficient experience in NGO work and leadership. A member who does not possess a degree but is above fifty (50) years of age is eligible for Board membership.

6.5.2 Time commitment to the Association.

6.5.3 Strong commitment to the vision, mission and the programs of the Association.

6.5.4 Quality representation of the

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Association in the public domain.

6.5.5 Readiness and willingness to develop more skills that are beneficial to the Association.

6.5.6 Honesty, sensitivity to and tolerance to divergent views, friendly, and patient with developed sense of values.

6.5.7 Ability to listen, analyze, think clearly and creatively and capable of working with individuals or groups.

6.5.8 Independent figure with no open association of any political party.

6.6 Powers and functions of the Governing Board6.6.1 To recruit the Executive Director,

Director for Zanzibar office and other key personnel of the Secretariat. The Executive Director

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shall recruit the supporting staff and should report such recruitment to the Governing Board.

6.6.2 To develop operational guidelines and regulations for proper management of the Association and its assets.

6.6.3 To supervise the planning process and budget implementation.

6.6.4 To oversee responsible use of assets of the Association and management of financial and human resources.

6.6.5 To monitor the programs and activities of the Association with emphasis on quality and cost effectiveness.

6.6.6 To build and maintain the image of the Association before the public and its stakeholders.

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6.6.7 To suspend for good and sufficient reasons the membership of any member provided that such suspension shall be presented to the next Annual General Meeting for final deliberation.

6.6.8 To terminate the contracts of any staff of the secretariat with good and sufficient reasons based on the recommendations made by the Executive Director after according such staff the right to be heard.

6.6.9 To propose to the Annual General Meeting policy changes and amendment of this Constitution.

6.6.10 To propose the Auditors of the Association to the Annual General Meeting for its approval.

6.6.11 To approve committees when the need arises to assist in discharging

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the duties of the Association as recommended by the secretariat.

6.6.12 To identify, scrutinize and propose to the General Meeting the names of the honorary members for deliberation and final determination.

6.6.13 To appoint an acting Chairperson in case the Chairperson is for any reason incapacitated to hold that position. The acting Chairperson will hold that position until the following Annual General Meeting as shall be determined by the Governing Board.

6.6.14 To suspend Board member(s) for good reasons and forward the decision to the Annual General Meeting for deliberations and decision.

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6.6.15 To receive, deliberate and approve financial reports before they are sent to the auditors.

6.6.16 To approve annual plans and budgets.

6.6.17 To fundraise for the Association.6.6.18 To prepare the Annual General

Meeting

Article VII

7.0 QUORUM OF THE BOARD

7.1 The quorum at any meeting of the board shall be five in number.

7.2 The Board may co-opt any person

or persons to advise it at any of its

meetings as it deems fit but such

person or persons shall have no

power to vote.

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7.3 Subject to the provisions of this Constitution, the Board may regulate its own procedure.

Article VIII

8.0 SECRETARIAT

8.1 The secretariat shall be responsible in the implementation of day – to – day activities of the Association as directed by the Governing Board.

8.2 The Executive Director who shall be answerable directly to the Governing Board shall head the Secretariat.

8.3 The secretariat will be composed of various departments and the Executive Director shall appoint the heads of these departments.

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Article IX

9.0 TAMWA ZANZIBAR OFFICE 9.1 The Office

9.1.1 There shall be an office in Zanzibar that shall be responsible in the implementation of day to day activities of the Association in Zanzibar as directed by the Governing Committee.

9.1.2 There shall be TAMWA Zanzibar with official seal and perpetual succession.

9.1.2.1 Be capable of holding, purchasing, acquiring in any legal way, disposing, letting and renting of any movable and immovable property.

9.2 Governing Committee

9.2.1 There shall be a Governing Committee for

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Zanzibar which shall be answerable to the Governing Board.

9.2.2 The Governing Committee shall be constituted of five (5) members; two non- TAMWA member and three TAMWA members residing in Zanzibar who have served as members for not less than five (5) years consecutively.

The composition of the Governing Committee shall be as follows:

9.2.2.1 Two (2) Members of the Governing Board from Zanzibar shall automatically be members of Governing Committee of TAMWA -Zanzibar where one of them shall be a Chairperson of the Committee.

9.2.2.2 Three (3) elected members including a non- TAMWA

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member who is an expert in a specified field.

9.2.2.3 The Director shall be the Secretary of the Governing Committee as an ex-official.

9.2.2.4 The names of additional members of Governing Committee shall be submitted by the Governing Committee to the Board for approval.

9.2.2.5 The Governing Committee shall convene its ordinary meeting quarterly.

9.2.2.6 Any other Meeting of the Governing Committee other than ordinary Meeting shall be called Extra-ordinary Governing Committee Meeting.

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9.2.2.7 The quorum at any meeting (whether Ordinary Governing Committee Meeting or Extra Ordinary Governing Committee Meeting) shall be two-thirds (2/3) of its members.

9.2.2.8 Governing Committee of TAMWA- Zanzibar shall NOT be elected during the Annual General Meeting because it is an extension of the Governing Board.

9.2.3 FUNCTIONS OF GOVERNING COMMITTEE

9.2.3.1 The Governing Committee shall be the overall overseer of TAMWA’s Activities in Zanzibar including the employment of the Director of TAMWA

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Zanzibar, fundraising activities, and delivery of quarterly and annual reports to the Board.

9.2.3.2 To receive, deliberate; approve policies, proposals, regulations of TAMWA Zanzibar as proposed.

9.2.3.3 To receive and approve plans and budgets of the organization.

9.2.3.4 To receive quarterly and annual reports of the implemented activities, programs and projects.

9.2.3.5 To provide guidance and advice to the Director whenever necessary to increase effectiveness.

9.2.3.6 The Director to head the Zanzibar office shall be recruited from Zanzibar by

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the Governing Committee and shall be answerable to it.

9.2.3.7 The Zanzibar office through its Governing Committee has a mandate of recruiting staff and calling regular meetings for Zanzibar members to deliberate on the operations of the office and the same shall be reported to the Governing Board.

9.2.3.8 In discharging its mandate of recruiting staff, this mandate includes terminating the employment of staff pursuant to the Labor Laws in Zanzibar.

9.2.3.9 Other functions specifically conferred by the Board, General Meeting, by this Constitution or the laws of Zanzibar.

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9.2.4 TENURE OF OFFICE

9.2.4.1 Unless otherwise dismissed resigns or dies the tenure of the Office of the Governing Committee shall be three years (3) provided that any member of the Governing Committee may be eligible for re-election/appointed.

9.2.4.2 Where any post in the Governing

Committee falls vacant the

Governing Committee may

temporarily second someone

to fill the post until the next

Members’ Meeting at which

time the seconded shall be

confined or replaced with the

candidate appointed by the

Members’ Meeting.

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9.3 BANK ACCOUNT

9.3.1 The TAMWA Zanzibar shall open its own bank accounts with signatories from Zanzibar and it can own assets.

9.3.2 TAMWA Zanzibar shall have a mandate to fundraise subject to approval of the Governing Committee and implement projects and programs in Zanzibar and the same shall be reported to the

Governing Board.

9.4 STRUCTURE OF TAMWA ZANZIBARStructure of TAMWA Zanzibar shall consist of the following Organs

1. Annual Members Meeting

2. Governing Committee

3. Secretariat

9.4.1 ANNUAL MEMBERS MEETINGS9.4.1.1 There shall be the

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Annual Members Meeting of TAMWA Zanzibar consisting of all members of the Association residing in Zanzibar and it shall convene annual meetings prior to the Annual General Meetings and it shall be chaired by Governing Committee Chairperson.

9.4.1.2 Any other Meeting of the members of TAMWA Zanzibar other than the Annual Members’ Meeting shall be called Extra-ordinary Members’ Meeting.

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9.4.1.3 The quorum at any meeting (whether Annual Members Meeting or Extra Ordinary Members Meeting) shall be two-third(2/3) of the members of TAMWA Zanzibar.

9.4.1.4 The majority of the

members present and

voting at that meeting

shall be deemed to be

a decision of TAMWA

Zanzibar.

9.4.2 FUNCTIONS OF ANNUAL MEMBERS’ MEETING

9.4.2.1 To receive TAMWA Zanzibar annual reports

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annual budgets, and financial statements and annual plan From the Governing Committee and approve before its submission to the Governing Board, Annual General Meeting and then to the Registrar General.

9.4.2.2 To receive, deliberate on and approve policies of TAMWA Zanzibar as proposed by the Governing Committee before its submission to the Governing Board and then to the Registrar.

9.4.2.3 To elect those who shall form TAMWA Zanzibar Governing Committee.

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9.4.2.4 To propose names for the Governing Board members from Zanzibar.

9.4.2.5 To expel members and forward the decision for approval to the Governing Board and to the Annual General Meeting for deliberation and decision.

9.5 DIRECTOR OF TAMWA - Zanzibar9.5.1 QUALIFICATIONS FOR EXECUTIVE

DIRECTOR

9.5.1.1 Must be a graduate in Social Sciences preferably major in mass communication, journalism and development from a recognized higher learning institution.

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9.5.1.2 Must have a good track record of experience in media and development work.

9.5.1.3 Must be conversant with social, political, economic and cultural issues, which affect women in their endeavor to emancipation and empowerment.

9.5.1.4 She must be politically non partisan and should not in any way use, involve or cause the Association to be used or involved in political parties’ politics.

9.5.1.5 She must be gender activist and be ready to fight for women’s rights.

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9.6 Powers and mandate of the Director

9.6.1 TAMWA Zanzibar shall continue to be run by its own Secretariat, which will be reporting to the Governing Committee, which will be overseen by the Governing Board.

9.6.2 The Secretariat for TAMWA Zanzibar shall be responsible for the implementation of day – to – day activities of TAMWA Zanzibar as directed by the Governing Committee. The Secretariat will be led by the Director.

9.6.3 Executive Director of TAMWA and Director of TAMWA - Zanzibar

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should work in close collaboration through joint action and regular information sharing in both project implementation and institutional building activities

9.6.4 The Director shall recruit the personnel to run the activities of the Secretariat pursuant to human resource policy and requirements, and subject to approval by the Governing Committee.

9.6.5 Governing Committee shall oversee the work of the Secretariat on behalf of the Board and therefore it shall be under the Chairperson of the Governing Board.

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9.7 Term of office for Director of TAMWA-Zanzibar

9.7.1 The Director shall be recruited for the term of two (2) years and upon its expiry the same can be renewed but should not exceed three (3) consecutive terms provided the Governing Committee/Governing Board is satisfied with the Directors’ performance.

Article X10.0 CHAIPERSON OF THE ASSOCIATION.

10.1 Qualification for the position

10.1.1 She must be a graduate or above in journalism or mass communication from a recognized institution of higher learning.

10.1.2 She must be a visionary,

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creative, with a good track record of experience and diligence in leadership.

10.1.3 She must be willing and ready to commit her time to the organization.

10.1.4 She must be conversant and articulate with social, political, economical and cultural issues, which have impact on women’s efforts to emancipate.

10.1.5 She must be politically non partisan and should not in any way use, involve or cause the Association to be used or involved in political parties’ politics.

10.2 Powers and mandate of the Chairperson

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10.2.1 She will chair all meetings of the Governing Board and General Meetings.

10.2.2 She will represent the Association in various fora within and outside the country.

10.2.3 She will be the banner holder of the collective image of the Association.

10.2.4 The Chairperson shall be elected in the Annual General Meeting after every three years by simple majority votes of the members who are eligible to vote and can be re–elected within the maximum of two terms.

10.2.5 In case of her absence in any meeting, which she is mandated to chair, the

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meeting shall elect an interim Chairperson whose mandate shall be to chair that meeting only.

Article XI

11.0 EXECUTIVE DIRECTOR OF THE ASSOCIATION11.1 Qualifications for the Post

11.1.1 Must be a graduate in Social Sciences preferably with a bias in mass communication, journalism and development from a recognized higher learning institution.

11.1.2 Must have a good track record of experience and diligence in a similar senior position at least for a period of 5 years.

11.1.3 Must be highly conversant

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and can eloquently articulate social, political economic and cultural issues which affect women in their endeavor to emancipation and empowerment.

11.1.4 Must be strong, independent minded with zeal to defend the principles and values of the Association, synergized, a good listener, proactive, and one who appreciates everyone’s wins.

11.1.5 She must be politically non partisan and should not in any way use, involve or cause the Association to be used or involved in political parties’ politics.

11.2 Powers and mandate of the Executive Director

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11.2.1 She is the spokesperson of the Association.

11.2.2 Head of Secretariat.

11.2.3 Secretary to the Governing Board.

11.2.4 Overall in charge of day – to – day activities of the Association.

11.2.5 Overall in charge of the Association’s finance.

11.2.6 Develops and proposes to the Governing Board for approval, financial and human resource policy, strategic, annual plans and budgets.

11.2.7 The Executive Director shall recruit the personnel to run the activities of the Secretariat pursuant to human resource policy and requirements, and subject to approval of the Board.

11.2.8 To suspend for good reasons any

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member of staff who has violated the Constitution of the Association, conditions of service or has acted contrary to the core values and mission of the Association. Such decisions should immediately be reported to the Board for final determination.

11.2.9 To represent the Association in various fora in and outside the country.

11.2.10 To defend and uphold the integrity of the Association

11.2.11 To advise the Board on programs, direction based on the challenges of the day.

11.2.12 To appoint heads of department.

11.2.13 To prepare narrative and financial reports and submit them to the Governing Board.

11.2.14 To prepare Board Meetings.

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11.2.15 To fundraise for the Association.

11.3 Term of office for Executive Director:

11.3.1 The Executive Director shall be recruited for a term of two years renewable, but should not exceed three terms.

11.4 Governance and Membership

TAMWA is directed by a seven member Governing Board composed of 3 non TAMWA experts in finance, legal and management, 2 members elected by TAMWA’s Annual General Meeting (AGM), TAMWA Zanzibar’s Director and TAMWA Executive Director are automatically members of the Board by virtue of their positions. TAMWA is a professional organization and its members must be professional media women, holding a Degree or Diploma in Journalism or Mass Communication. An eligible member must have at least three years working experience in the media.

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Article XII12.0 FUNDS AND FINANCIAL RESOURCES OF THE

ASSOCIATION.

12.1 The funds and resources of the association shall comprise of:12.1.1 Such sums as may be

paid to the Association as a result of or in the discharging of its functions, and

12.1.2 Such monies or property as may be payable to the Association by way of donations, gifts in kind, grants, loans, bequests and subscription fees.

12.2 All funds of the Association shall be deposited with such Bank or Banks as the Governing Board may determine and shall only be withdrawn by bank cheques

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endorsed by authorized signatories appointed by the Governing Board on the basis of a general or specific authority.

12.3 The financial year of the Association shall be the period of twelve months commencing from the first day of January, ending on the last day of December of the same year.

12.4 The Secretariat of the association shall, subject to such general or specific directions of the Governing Board and the decision of the Annual General Meeting cause to be kept and maintained such books and records of accounts as may be considered proper and desirable or necessary for the purposes of safe guarding and enhancing the economic position and viability of the Association.

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12.5 The Governing Board shall, with the approval of the Annual General Meeting and at reasonable remuneration, appoint a professionally qualified and duly registered person or body of persons to be external Auditors of the Accounts of the Association in respect of each financial year.

12.6 The books of accounts of the Association shall be audited within 2 1/2 months after the close of each financial year, and they shall be submitted to the next following Annual General Meeting with a report:

12.6.1 A statement of income and expenditure during the previous financial year.

12.6.2 A statement of sources and application of funds

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during the previous financial year.

12.6.3 A report of the auditors on the audited accounts.

12.7 The audited accounts of the Association shall be made available for inspection to members of the Association at any time but these accounts shall be sent to the members before the Annual General Meeting as part of the papers for that meeting.

Article XIV

13.0 AMENDMENT TO THIS CONSTITUTION13.1 This Constitution may be amended

by a two – thirds (2/3) majority vote of the members at the Annual General Meeting who are eligible to vote.

13.2 In all cases, notice for any proposed amendments shall be communicated

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to all members at least twenty one (21) days before the date of the General Meeting fixed for the deliberations of the proposed amendment(s).

Article XV

14.0 DISSOLUTION

14.1 The Aassociation may be dissolved by a resolution passed at the Extra – Ordinary General Meeting convened for that purpose only by two thirds of the members who are eligible to vote.

14.2 In all cases, notice for any proposed dissolution shall be communicated to all members at least twenty – one (21) days before the date of the Extra Ordinary General meeting fixed for the deliberations of to proposed dissolution.

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14.3 Upon winding up or dissolution of TAMWA, and after verification of all debts and liabilities, the remaining assets or any property whatsoever shall not be paid to or distributed among members of TAMWA but shall be given or transferred to other institutions or organizations with similar objectives to that of TAMWA.

CONSTITUTION OF TANZANIA MEDIA WOMEN’S ASSOCIATION …

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