ZIRPP Charter

29 08 2009

ZANZIBAR INSTITUTE FOR RESEARCH AND PUBLIC POLICY

(ZIRPP)

THE CHARTER

OF

A NON-GOVERNMENTAL ORGANIZATION

(NGO)

ZANZIBAR 2009

TABLE OF CONTENTS

Table of Contents……………………………………………………………3
Preamble………………………………………………………………………4

Chapter I: Establishment………………………………………………..5
Chapter II: Program Areas, Aims and Objectives……………………….7
Chapter III: Collaboration with Local and International Institutions……11
Chapter IV: Membership…………………………………………………12
Chapter V: Mode of Operation……………………………………….…16
Chapter VI: The General Assembly………………………………………17
Chapter VII: The Governing Council……………………………………..19
Chapter VIII: The Board of Trustees………………………………………22
Chapter IX: The Secretariat………………………………………………24
Chapter X: Conditions of Service………………………………………32
Chapter XI: The Budget of the Institute…………………………………33
Chapter XII: Administrative Arrangements……………………………….36
Chapter XIII: Dissolution………………………………………………….36

PREAMBLE

WE Zanzibaris, residing in and outside of Zanzibar, Tanzania;

RECOGNIZING that our greatest asset is in our intellectual capabilities and specific skills that we collectively possess in various fields of knowledge and specializations;

ALSO RECOGNIZING that we are fully equipped with a broad analytical background in the major fields of international affairs; along with an international focus that include Africa, Asia, the Americas, Europe, and the Middle East;

BEARING IN MIND that such an important and huge pool of human resources capability can be put to good use by providing exposure of research evidence to policy-makers, the public in general, with the aim of assisting the governments of Zanzibar and Tanzania Mainland in the area of public policy;

AND FOR THESE ENDS, We, the above-mentioned Zanzibaris, have resolved to combine our collective efforts to accomplish these objectives for the well-being of the peoples of Zanzibar in particular and Tanzania in general.

Accordingly, we have duly exhibited our collective resolve and agreed to the spirit and the letter of the present Charter and do hereby establish a Non-Governmental Organization (NGO) to be known as ZANZIBAR INSTITUTE FOR RESEARCH AND PUBLIC POLICY (ZIRPP) that will function as a think-tank, consultancy and research-to-policy-based Institute.

THE CHARTER

CHAPTER 1: ESTABLISHMENT

Article 1

1(i) It is hereby decided to establish an independent NGO with a legal status and an endowment to be known as “ZANZIBAR INSTITUTE FOR RESEARCH AND PUBLIC POLICY which is hereinafter called “ZIRPP” in short.

1(ii) The Head Office of the ZIRPP shall be located in Zanzibar.

1(iii) When the need arises, ZIRPP shall open up branches in Zanzibar, Tanzania, Mainland and/or in other parts of the world as deemed necessary.

1(iv) After registration, ZIRPP shall be a body corporate and shall:

a) Have a perpetual succession and an official seal;
b) In its corporate name, be capable of suing and being sued;
c) Be capable of holding, acquiring and purchasing in any legal
way; and also disposing, letting and renting of any movable or
immovable property in its own name;
d) ZIRPP shall be a voluntary, non-governmental, non-religious
non-political, and a non-profit making organization
established in accordance with the Laws of the Land and shall operate
according to the provisions of this Charter.

INTERPRETATION

Article 2

2(i) In this Charter, the following words shall be interpreted according to the context unless the context requires otherwise:

a) “ZIRPP” means the Zanzibar Institute for Research and Public Policy, also hereinafter referred to as the “Institute”;
b) “The Charter” means the constitution of the Zanzibar Institute for Research and Public Policy as established within the framework of Article 1(i) above;
c) “Executive Director” means the person appointed by the Governing Council of the ZIRPP as Chief Executive Officer (CEO) for running the day-to-day activities of the Institute in accordance with the provisions under article 13 (i) of the Charter;
d) “Council” means the group of persons elected to serve as Members in the Governing Council;
e) “Board of Trustees” means the special organ established to supervise ZIRPP’s properties as per Article 12(i) of the Charter;
f) “Official” means any person appointed by the Governing Council to serve in the administration of the ZIRPP as per Article 13(i) to 13(iv) of the Charter;
g) “Registrar” means the Registrar of Societies appointed under section 9 of the Zanzibar Society Act No. 6 of 1995.
h) “Government” means the Government of Zanzibar;
i) “Zanzibari” means a person of Zanzibari heritage;

2(ii) Where any dispute arises with regard to the interpretation on any matter in this Charter, the Governing Council shall have the power to resolve such a dispute.

CHAPTER II: PROGRAM AREAS, AIMS AND OBJECTIVES

Article 3

3(i) The Institute shall mobilize un-tapped human resources of Zanzibaris from within Zanzibar and in the Diaspora through the transfer of technology and best practices and by means of sharing of experiences in advancing and promoting the following five program areas and aims:

3(ii) The Institute shall seek to bring together the scattered Zanzibari human resources with the objective of building a sustainable environment for research-to-policy activities and make a direct contribution to the overall development of Zanzibar.
3(iii) The Institute shall explore and explicitly seek insight into the core challenges facing Zanzibaris in particular and Tanzanians in general in matters pertaining to unemployment, drug abuse, infant mortality; as well as to facilitate and create awareness on the dangers and prevention of HIV/AIDS pandemic; environmental degradation; public health, deteriorating educational standards, haphazard urban development, as well as creating awareness on the above-mentioned challenges and help to facilitate knowledge-based strategies aimed at effecting the proper planning of education.
3(iv) As an important conduit and a main bridge between Zanzibaris in Zanzibar, in the Diaspora, and the Zanzibar Government, the Institute shall facilitate national policy setting agenda in all public policy areas or activities.
3(v) The Institute shall strive to create exposure of research results/evidence to policy-makers and the public at large by providing support to the government, the civil society and the private sector in setting a research-based national policy agenda.
3(vi) The Institute shall strive to brand Zanzibar as a regional leader and an international conference hub for research-to-policy studies as well as publish and disseminate research results to create awareness among the public and promote international understanding of Zanzibar’s public policy perspectives.
3(vii) The Institute shall also strive to accomplish the following specific research-to-policy based short and long-term objectives:
a) Hold conferences as well as creating a Website that will respectively bring together and connect Zanzibari human resources from Zanzibar and from the Diaspora.
b) Create a ZIRRP Archive On-Line for policy-makers and researchers with gateways to major links such as the Zanzibar Human Resources Database of Zanzibari scholars and intellectuals in Zanzibar, Tanzania Mainland and the Diaspora.
c) Create a forum and a program of activities in Zanzibar where policy-makers and researchers can meet and exchange ideas and understanding; as well as conducting, publishing research and encouraging the development of expertise and capacity-building on issues and topics relevant or related to Zanzibar’s public policy choices with the view to identifying problems and finding solutions through an informed decision-making process.
d) Prepare policy inputs on public policy issues to Government, as requested by Government, subject to funding and which are sensitive to the ethics of research and ownership of research results.
e) Prepare, through training, the Zanzibari Members of Parliament and House of Representatives respectively and create a library for the legislators for the purpose of promoting policy-to-research awareness.
f) Train researchers on how to write research-to-policy proposals and to apply for research-to-policy grants and funding organizations; as well as branding the Institute as a research-to-policy center of excellence for students of higher education, government officials and/or anyone who wishes to be enrolled from his/her place of learning and/or work.
g) Coordinate and facilitate policy-related post-graduate research and studies and/or any other studies for Zanzibar’s development within Zanzibar, Tanzania, Africa and the world over; as well as serving as an international center of excellence upon which both local and international researchers, media, government institutions and corporate sector can rely for expertise on the complexities and dynamics of socio-economic and political development of Zanzibar, Tanzania, East and Central Africa, Africa and the world in general.
h) Conduct specific seminars and workshops designed or aimed at improving management styles of Zanzibari executives in particular and bureaucrats in general with the view to attaining greater co-ordination between various institutions of the Zanzibar Government.
i) Identify and ensure that competent Zanzibaris who have lived and worked abroad, and who have retired and are willing to offer their expertise, experiences and services, do return to their birthplace for the purpose of contributing towards the progress and economic development of Zanzibar in the above-mentioned program areas.
j) Negotiate directly with the Government of Zanzibar on the terms and conditions of service for the Zanzibari experts, i.e., their schedule, timing and duration of their stay and the possible provision of local accommodation and transportation; as well as ensuring that, in the course of their stay in Zanzibar, the experts are duly acquainted with the officials from the Ministries concerned in order to identifying activities for improvement; as well as meeting and sharing observations and suggestions with policymakers.

k) Ensure that Zanzibari experts and the relevant personnel in the Ministries concerned maintain close contact over a year and review the progress and achievements at the end of each year.

l) Negotiate directly with the donor countries and organizations interested in promoting self-sufficiency and capacity-building in the Third World countries for funding with the view to offering airfare and provide accommodation to the selected participants.

m) For the purpose of assisting the Government of Zanzibar in minimizing the shortage of qualified experts in its various institutions, the Institute shall make official requests to foreign governments and/or International and Non-Governmental Organizations for funding in order to facilitate the possible recruitment or secondment and/or temporary borrowing of the services of individual experts of Zanzibari heritage living in the Diaspora who possess the necessary know-how and relevant expertise.

n) Through its numerous reports, articles, reviews, and newsletters, the Institute may propose reforms or make concrete recommendations it deems necessary to the competent organs of the Government.

o) The Institute shall discharge its duties in full independence and in the sole interest of satisfying itself that the policies that are being implemented by the Government are carried out not only in the best interest of members of the public, but also in the most efficient manner and that the optimum use is made of resources available for carrying out such policies and activities.

CHAPTER III: COLLABORATION WITH RESEARCH INSTITUTIONS
AND OTHER INSTITUTIONS OF HIGHER LEARNING

Article 4

4(i) The Institute shall strive to link or twin with the universities and other institutions of higher learning in Zanzibar; such as the State University of Zanzibar (SUZA), Zanzibar University (ZU), Zanzibar Indian Ocean Research Institute (ZIORI); as well as universities in Tanzania Mainland, Kenya, Uganda, the Seychelles, Mauritius and in other parts of the world as shall be determined by the Governing Council on the recommendation of the Executive Director.

4(ii) In the event where a ZIRPP-sponsored conference, seminar and/or workshop is held in Zanzibar, the Institute shall further strive to make maximum use of the conference rooms and teaching facilities available at SUZA, the University of Zanzibar, ZIORI and at any other institutions of higher learning for common ventures.

4(iii) The Institute shall also strive to maintain close cooperation with other research-oriented think-tanks in Africa, America, Europe, South East Asia and the Middle East as shall be determined by the Governing Council on the recommendation of the Executive Director.

4(iv) The Institute shall forge links with similar institutions throughout Tanzania and the world in general and maintain important links with research-to-policy institutes and individual researchers in East Africa and with organizations or Institutes that train students the know-how and the science of doing business with the objective of practically translating economic and educational policies to economic practices.
4(v) The Institute shall also strive to establish a research Chair in Zanzibar universities in such program areas which the Institute deems capable of making the most/best contributions research-to-policy interface.

4(vi) The Institute shall aspire to forge partnerships and create active Memorandum of Understandings (MOUs) and exchange programs with research-to-policy organizations within the United Nations system and within the International Foundations throughout the world as shall be determined by the Governing Council on the recommendation of the Executive Director.

CHAPTER IV: MEMBERSHIP

Article 5

5(i) The Institute shall have three categories of members, i.e.; Founder Members; Ordinary Members; and Honorary Members.
5(ii) Founder members shall be all those individuals that have signed in the application form at the time of the formation and application for registration of the Institute and who continue to be members thereafter.

5(iii) Ordinary members shall be all those individuals that shall be admitted to the membership of the Institute after having duly filled in and/or completed application forms for membership and fulfilling the conditions, procedures, and obligations provided for in the present Charter.

5(iv) Honorary Members shall be all those individuals that have been awarded the membership of the Institute upon recognition of their exceptional contributions and services to the Institute by the Governing Council with the recommendations of the Executive Director. They shall enjoy only those rights and privileges befitting their honorary status.

PROCEDURE AND CONDITIONS FOR MEMBERSHIP APPLICATION

Article 6

6(i) Any individual who meets the following conditions and/or criteria may apply for membership to the Institute by duly filling in specially designed application forms to be provided by the Executive Office on demand and after paying a modest admission fee to be determined by the Governing Council for that purpose:

a) He/she must be a Zanzibari or of Zanzibari heritage;
b) He/she must be at least 18 years of age;
c) He/she must be of sound mind and submit an updated CV;
d) He/she must agree to the aims and objectives of the Institute;

6(ii) Any non-Zanzibari individual who has conducted and/or undertaken:

a) A specified amount of prior consultancy work on public policy matters on Zanzibar;
b) A specified amount of publications on public policy issues on Zanzibar;
c) A specified amount of any other research work related to public policy issues.

6(iii) Upon receipt of the duly completed application forms, the Executive Director shall transmit the same to the Governing Council for consideration and final approval or rejection. In either case, the Executive Director shall inform the applicant in writing on the outcome of his/her application no later than one week after the Governing Council’s decision. As for the applicant whose application has been rejected, the Executive Director shall notify him/her in writing the reasons for such an outcome.

6(iv) Once admitted to the membership of the Institute, the new member shall be obliged to pay the membership fees in full, on time and without any conditions as shall be accordingly determined by the Governing Council.

RIGHTS AND OBLIGATIONS OF MEMBERS

Article 7

7(i) Each Member of the Institute shall enjoy the following rights in accordance with the present Charter shall:

a) Freely participate in the debates, discussions and public forums
organized by the Institute;
b) Receive publications and information that may be distributed without charge by the Institute;
c) Obtain information on all matters pertaining to the activities of the Institute in accordance with the established rules and regulations;
d) Elect and be elected for any position within the Institute’s structure;
e) Have access to the Institute’s facilities, such as library, conference room(s), etc.
f) Have the right to appeal any decision made against him/her;
g) Be duly registered in the Institute’s membership register and be issued with a relevant identity card to that effect.

7(ii) Without prejudice to Article 6(i) above, each member of the Institute shall have the following duties and obligations to:

a) Participate actively during the Institute’s discussions on a variety of issues that demand members’ active participation;
b) Settle his/her financial obligations in full, on time and without any conditions;
c) Participate in any activities assigned to him/her by the Institute pursuant to the fulfillment of its aims and objectives;
d) Be obedient and loyal to constitution, vision and mission of the Institute; and must not reveal or disclose any confidential materials of the Institute.
e) Refrain from any acts and/or deeds that may compromise, embarrass or endanger, in any form or way, the integrity of the Institute and the reputation of its entire membership.

CESSATION OF MEMBERSHIP

Article 8

8(i) A person’s membership to the Institute may cease or be terminated if one of the following things happen:

a) Death;
b) Resignation by giving notice in writing to the Executive Office;
c) Member’s failure to pay his/her membership fees/contributions for two years consecutively;
d) If a member has committed a criminal offence and has been convicted to a term of imprisonment exceeding six months;
e) If a member has been expelled by the General Assembly in accordance with the relevant provision contained in Article 18(x) the present Charter;
f) In case of expulsion and/or suspension, a member can appeal his/her case to the Governing Council for final determination.

CHAPTER V: MODE OF OPERATION

Article 9

9(i) The Institute shall be responsible for preparing its annual program of work. In doing so, it shall take into account, besides its own observations, experience and assessment of priorities as regards subjects for research, any requests of the competent organs of the Government and the suggestions received from Permanent Secretaries and/or Heads of Departments and any other relevant Government and/or non-governmental organizations/institutions.

9(ii) A copy of the program of work, as approved by the Governing Council, shall be distributed to all interested organs of the state as well as to the representatives of the diplomatic missions accredited in Tanzania, Donor Agencies, Non-Governmental Organizations, Civil Society Organizations and Organizations of the United Nations system for information purposes only.

9(iii) The Executive Director shall submit an annual report on its activities to the Governing Council.

9(iv) The Institute shall issue reports, research papers, newsletters, quarterly reviews and articles. The Institute’s researchers shall draw up, over their own signature, any of the above publications for which they are responsible and in which they shall state their findings and propose solutions to the problems they have noted. The reports, research papers, newsletters, quarterly reviews and articles shall be finalized only after consultations among all relevant officials of the Institute, i.e. the Executive Director, Deputy Executive Director, Researchers and Research Assistant concerned, in order to test the findings and recommendations being made against the collective wisdom of the Institute.

9(v) All publications of the Institute shall contain a summary of the main conclusions and/or recommendations and shall be written in a language and style which will be accessible to policy-makers and the public at large.

9(vi) The Institute shall submit the original version to the Government’s Chief Secretary for onward transmission to the relevant Heads of Ministries and/or Departments for their comments and possible voluntary implementation of the recommendations contained therein. It shall also submit copies of the same to all the interested organs of the state as well as to the representatives of the diplomatic missions accredited in Tanzania, Donor Agencies, Non-Governmental Organizations, Civil Society Organizations and Organizations of the United Nations system for their respective information.

9(vii) The Executive Director shall request the Chief Secretary and/or the Departmental Heads concerned to inform the Institute of any decisions taken by the competent organs of their Ministries or Departments on the voluntary implementation of the reports’ recommendations or lack of it.

CHAPTER VI: THE GENERAL ASSEMBLY

Article 10

10(i) There shall be the General Assembly of the Institute to be convened once every year.

10(ii) The General Assembly shall be the supreme body of the Institute comprising of all its members hailing from both in and outside Zanzibar.

10(iii) An Extra-Ordinary Session of the General Assembly shall be convened only after at least two-thirds of its members or the majority of members of the Governing Council have made a decision to that effect and a three months notice has been issued by either of the two organs prior to the convening of such a meeting.

FUNCTIONS AND POWERS OF THE GENERAL ASSEMBLY

Article 11

11(i) During its Ordinary session, the General Assembly shall perform the following functions:
a) To receive, review, deliberate and approve reports from the Executive Director for the previous year activities as well as for the next year activities.
b) To alter, amend or rectify the Charter of the Institute;
c) To discuss and approve any items of the Agenda brought forward by the Executive Director;
d) To receive, discuss and/or deliberate and approve the Proposed Program Budget of the Institute;
e) To discuss or deliberate and approve the Proposed Mid-Term Program Plan of the Institute’s activities for the next four years;
f) To elect members of the Governing Council on the recommendation of the Executive Director.

11(ii) During its Extra-Ordinary Session, the General Assembly shall be convened for the following purposes:
a) To dissolve the Institute;
b) To receive and deliberate on any appeal before it from subordinate organs of the Institute regarding dismissal or expulsion of members and/or office bearers. The Assembly’s decision on such matters shall be final.
c) Any other matter of urgency brought before it by the Governing Council, and/or by the Board of Trustees or by the Executive Director.

CHAPTER VII: THE GOVERNING COUNCIL

Article 12

12(i) In order to be successful, the Institute will need a strong, cost-effective, and simple structure with a highly qualified, experienced and efficient staff to manage the activities of the organization.

12(ii) There shall be the Governing Council of the Institute comprising of not more than thirteen (13) members elected by the General Assembly of the ZIRPP on the basis of their experience in national and international affairs including research and public policy issues and representing their respective chapters.

12(iii) The Executive Director shall consult with Members of the ZIRPP located both in and outside Zanzibar to draw up, with due regard to the principle of equitable geographical distribution and reasonable rotation, a list of candidates who meet the qualifications mentioned in Article 6(i) above for election to the Governing Council.

12(iv) The Executive Director, after thorough consultations with Members of the Institute, shall review the qualifications of the proposed candidates; and after further consultations with the Members of the Secretariat, the Executive Director shall submit the list of candidates to the General Assembly for appointment to the Governing Council.

12(v) The duration of the appointment of Members of the Governing Council shall be three years, renewable for one further term. A Governing Council Member elected to replace one whose term of office has not expired shall hold office for the remainder of that term, provided it is not less than one year. Otherwise the duration of the appointment will be a full term. A Governing Council Member may resign on giving one months’ notice to the Chairman of the Governing Board.

12(v) The term of office of a Governing Council Member shall be terminated only if, in the opinion of at least two-thirds of the Governing Council Members, he/she has ceased to discharge his/her duties in a manner consistent with the provisions of the present Statute. In this case, the Chairman of the Governing Council shall make formal notification to the full Membership of the ZIRPP and declare the post vacant.

12(vi) The Governing Council shall elect each year from among the Members of the Governing Council a Chairperson and Vice-Chairperson of the Governing Council. The Chairperson shall play a pivotal role in terms of the effective preparation of the Institute’s annual programme of work. He/She shall preside over all the meetings of the Governing Council. In his/her absence, the Vice-Chairperson shall be acting Chairperson and perform the duties of Chairperson. The Chairperson and Vice-Chairperson shall not be involved in the day-to-day activities of the Institute.

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE GOVERNING COUNCIL

Article 13

13(i) The Governing Council shall meet once each year to receive, review, deliberate and approve reports from the Executive Director pertaining to the activities carried out by the Institute during the previous year. During such meeting, the Governing Council shall also review and approve new proposals for the activities to be carried out by the Institute for the next year.

13(ii) At its annual meeting, the Governing Council shall be responsible for preparing the Institute’s annual program of work before presenting the same to the General Assembly for approval.

13(iii) The Governing Council shall receive and approve special requests for research-to-policy from the Zanzibar Government and from any other interested sources both inside and outside the country. In doing so, it shall take into consideration, besides its own observations, experience and assessment of priorities as regards topics, themes and subjects for research, any requests from its members.

13(iv) Each financial year, the Governing Council shall consider the budget of the Institute and make recommendations thereon to the General Assembly for approval.

13(v) During the deliberations on the program of work, the Institute may invite representatives from the Government of Zanzibar, donor agencies, international organizations, NGOs as well as from the Zanzibar-based academic institutions as observers only.

13(vi) The Governing Council shall also have the responsibilities to discuss and approve any agenda item brought forward by the Executive Director and/or from any of its members.

13(vii) The Governing Council shall have the powers to receive and discuss any appeal lodged before it from any member of the Institute concerning dismissal or expulsion; and it shall have the powers to make the necessary recommendations thereon to the General Assembly for the final decision.

EXTRA-ORDINARY MEETING

13(viii) In case of an emergency, an Extra-Ordinary meeting of the Governing Council may be convened by the Governing Council at any time after at least two-thirds of its members have expressed their inclination to do so to discuss and deliberate on only those issues that are within the compulsory jurisdiction of the Governing Council.

DECISIONS/VOTING

13(ix) Each member of the Governing Council shall have one vote.

13(x) Decisions of the Governing Council on important questions, such as the adoption of the Institute’s annual program of work, consideration of the Institute’s budget estimates, the appointment of the Executive Secretary, Deputy Executive Secretary and the Editor, recommendation for admission and expulsion of its members and the appointment of Members of the Board of Trustees shall be made by two-thirds majority of members present and voting.

13(xi) Decisions of the Governing Council on any other questions outside those stipulated under Article 13(x) above shall be made by a simple majority of members of the Governing Council present, either physical and/or via video/audio conference, and voting.

CHAPTER VIII: THE BOARD OF TRUSTEES

Article 14

14(i) There shall be a Board of Trustees composed of not less than five members, and not more than seven members, appointed by the Governing Council for a two-year-term of office. They shall be eligible for re-appointment.

14(ii) A member of the Board of Trustees must be a resident of Zanzibar and a Tanzanian citizen. He/She must be a person of high integrity and good standing in the general public. He/She must be not less than 35 years of age; must be proficient in speaking, reading and writing in Kiswahili and English.

14(iii) The Board of Trustees shall elect each year from among its Members a Chairperson and a Secretary of the Board of Trustees.

14(iv) The Member of the Board of Trustees shall cease to be a Member and his/her post shall be declared vacant by:
a) resignation,
b) death,
c) being declared bankrupt,
d) being convicted of criminal offence and sentenced to jail for a term exceeding six months.

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE BOARD OF TRUSTEES

Article 15

15(i) The Board of Trustees shall have the rights and duties both statutory and administrative relating to Board of Trustees or Organs of similar nature as stipulated in the Society Act or other Laws of Zanzibar in particular or Tanzania in General.

15(ii) The Board of Trustees without prejudice to the paragraph 5(i) above shall have the following functions:

a) Shall be responsible for all contracts, assets and liabilities of the Institute;
b) Shall represent the Institute before the court of Law whenever it sues and/or being sued;
c) Shall be the advisory organ in all matters of the Institute;
d) Shall be the arbitrator of all disputes arising to the Institute.

QUORUM FOR MEETINGS

15(iii) Quorum for all meetings of the organs of the Institute, i.e. the General Assembly, the Governing Council and the Board of Trustees, shall be achieved after at least fifty percent of the members of the organ concerned are present.

15(iv) In the event where a quorum has not been achieved, the meeting shall be postponed to a later date.

CONDITIONS OF SERVICE FOR MEMBERS OF THE GOVERNING
COUNCIL AND BOARD OF TRUSTEES

Article 16

16(i) Members of the Governing Council and Board of Trustees shall not be involved in the running of day to day activities of the Institute.

16(ii) Members of the Governing Council and Board of Trustees shall not receive any salary. However, they shall be appointed on such terms and conditions as the General Assembly may deem fit. They shall perform their responsibilities on a voluntary basis provided that expenses and incidentals incurred in the course of their respective duties shall be duly and fully reimbursed.

CHAPTER IX: THE SECRETARIAT

Article 17
17(i) Initially the Institute shall hire the following staff to be headed by the Executive Director who shall be appointed by the Governing Council for the duration of three year-term of office, renewable for further three-year terms of office.
17(ii) The term of office of the Executive Director shall be terminated only if, in the opinion of at least two-thirds of Members of the Governing Council, he/she has ceased to discharge his/her duties in a manner consistent with the provisions of the present Charter. In this case, the Chairperson of the Governing Council shall, therefore, make formal notification and declare the post of the Executive Director vacant.

17(iii) The Executive Director shall be assisted by the Deputy Executive Director. He/She shall be appointed by the Governing Council for the duration of three-year-term of office; renewable for further three-year terms of office. The term of office of the Deputy Executive Director shall be terminated by the Governing Council only if, in the opinion of at least two-thirds of Members of the Governing Council, he/she has ceased to discharge his/her duties in a manner consistent with the provisions of the present Charter. In this case, the Chairperson of the Governing Council shall, therefore, make formal notification and declare the post vacant.

17(iv) There shall be an Editor who shall be appointed by the Governing Council for the duration of three year-term of office, renewable for further three-year terms of office. The term of office of the Editor shall be terminated only if, in the opinion of at least two-thirds of Members of the Governing Council, he/she has ceased to discharge his/her duties in a manner consistent with the provisions of the present Charter. In this case, the Chairperson of the Governing Council shall, therefore, make formal notification and declare the post vacant.

17(v) There shall be a Financial Manager and a Librarian appointed by the Executive Director for the preliminary period of one year-term of office, renewable each year. The terms of office of the Financial Manager and that of the Librarian shall be terminated only if, in the opinion of the Executive Director, they have respectively ceased to discharge their duties assigned to them in a manner consistent with the provisions of the present Charter. In this case, the Executive Director shall, therefore, make formal notification and declare the post(s) vacant.

17(vi) There shall be a Research Officer and a Research Assistant appointed by the Executive Director for the preliminary period of one-year-term of office, renewable each year. The terms of office of the Research Officer and that of a Research Assistant shall be terminated only if, in the opinion of the Executive Director, they have respectively ceased to discharge their duties assigned to them in a manner consistent with the provisions of the present Charter. In this case, the Executive Director shall, therefore, make formal notification and declare the post(s) vacant.

17(vii) There shall be an Executive Assistant to the Executive Director and Deputy Executive Director. He/she shall be appointed by the Executive Director for the initial period of one year, renewable each year. The term of office of the Executive Assistant shall be terminated only if, in the opinion of the Executive Director, he/she has ceased to discharge his/her duties assigned to him/her in a manner consistent with the provisions of the present Charter. In this case, the Executive Director shall, therefore, make formal notification and declare the post vacant

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE EXECUTIVE DIRECTOR

Article 18

18(i) The Executive Director shall act as the Chief Executive Officer (CEO) of the Institute and shall be responsible for the protection of the independence, vision and the mission of the Institute as well as of running the day-to-day activities of the Institute.

18(ii) The Executive Director shall be responsible for raising funds and mobilizing financial resources, and/or create a sponsorship which will create an endowment for the Institute, be it through hosting conferences, and/or voluntary contributions from both internal and external sources; and from the assessed contributions from its Members from various chapters.

18(iii) He/She shall have the responsibility of preparing policy papers, action plan and program of work of the Institute for onward submission to the Governing Council for approval. He/she shall be the secretary to all meetings of the Governing Council and shall keep and maintain official records/minutes of the meetings.

18(iv) The Executive Director shall propose internal rules and regulations pertaining to the effective management of the Institute for submission to the Governing Council for approval.

18(v) The Executive Director shall prepare and organize all meetings, seminars, workshops to be conducted by the Institute in and outside Zanzibar. He/She shall also prepare the annual report pertaining to all the activities carried out by the Institute during the previous year for onward transmission to the Governing Council and to the General Assembly for their respective consideration and approval.

18(vi) The Executive Director shall submit a copy of the annual program of work, as approved by the Governing Council, along with the copy of all the activities carried out during the previous year, to its Members and to the Registrar of Societies for their necessary information and possible action.

18(vii) The Executive Director, assisted by the Deputy Executive Director and Financial Manager shall collectively conduct interviews to fill any vacant post(s). Only he/she shall be responsible for signing the appointment letter to the successful candidate.

18(viii) Executive Director in consultations with the Deputy Executive Director and Financial Manager shall propose the names of the members of the Board of Trustees for submission to the Governing Council for appointment.

18(ix) The Executive Director may establish and preside over an Ad Hoc Working Group for a specific purpose composed of members of the Institute whenever a need arises.

18(x) The Executive Director may propose the suspension or expulsion of any member of the Institute only if, in his/her opinion, the concerned member has acted in a manner unbecoming to the promotion and achievement of the Institute’s main goals and objectives. In this case, he/she shall submit a report therein to the Governing Council for consideration and recommendation to the General Assembly for final decision.

18(xi) The Executive Director shall keep an official register of all members of the Institute. He/she shall also be the principal spokesperson of the Institute.

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE DEPUTY EXCECUTIVE DIRECTOR

Article 19

19(i) The Deputy Executive Director shall be the principal assistant to the Executive Director. He/she shall assume the responsibilities of the Executive Director during his/her absence and any other duties assigned to him/her by the Executive Director. He/she shall prepare special and/or specific reports on the activities of the Institute for onward transmission to the Governing Council for its information. He shall also prepare activities reports, audited accounts for onward submission to the Governing Council through the Executive Director for approval and to the Registrar of Societies for information and possible action.

19(ii) The Deputy Executive Director, in the absence of the Executive Director, shall chair the Ad Hoc Working Group established by the Executive Director under Article 18(vii) above.

19(iii) At the urging of the Executive Director, the Deputy Executive Director may be called upon to assist in the financial resources mobilization efforts within the framework of Article 18(ii) above and shall report thereto to the Executive Director of any developments towards that end.

19(iv) In the absence of the Financial Manager, the Deputy Executive Director shall perform the duties of the Financial Manager for a period not exceeding one month. In the event where the Financial Manager has not been able to resume his/her duties after one month of absence, the Executive Director shall appoint a new Financial Manager to replace him/her.

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE EDITOR
Article 20

20(i) The Editor shall be responsible for editing, formatting and distributing all the documentations produced by the Institute. In prior consultations with the Executive Director, the Editor shall submit relevant documentations to the publishers for publishing at a cost and/or fees to be negotiated and agreed upon between the Institute and the relevant publishers in and outside Zanzibar. In negotiating the costs and/or fees with the relevant publishers, the Editor shall seek the opinion of the Deputy Executive Director and the Financial Manager and prior approval of the Executive Director.

20(ii) The Editor shall be assisted by the Research Assistant in his/her responsibilities for formatting and distributing all the documentations produced by the Institute.

FUNCTIONS, POWERS AND RESPONSIBILITIES
OF THE FINANCIAL MANAGER

Article 21

21(i) The Financial Manager shall perform the following duties and responsibilities:

a) He/she shall control all incomes and expenditures of the Institute;
b) He/she shall prepare the quarterly financial reports; the annual budget and financial report of the Institute for submission to the Governing Council;
c) He/she shall keep all books of accounts and finances as well as satisfying himself/herself that the activities undertaken by the Institute are carried out in the most economical manner and that the optimum use is made of resources available in carrying out these activities;
d) He/she shall ensure that the Institute’s finances are properly audited annually and prepare the necessary financial reports and statements including the balance sheet;
e) He/she shall be responsible for opening, running and closing of all bank accounts of the Institute; and at the end of each year he/shall ensure that the accounts are duly audited by a qualified Auditor appointed by the Executive Director on the recommendation of the Board of Trustees.

FUNCTIONS, POWERS AND RESPONSIBILITIES OF THE RESEARCH OFFICER, LIBRARIAN, THE EXECUTIVE ASSISTANT AND THE RESEARCH ASSISTANT

Article 22

22(i) The Research-to-Policy Officer shall be responsible for assisting the researchers in their research work of topic or subject matters that have been included for implementation in the Institute’s program of work. He/she shall discharge any other official duties assigned to him/her by the Executive Director and/or by the researchers.

22(ii) The Institute shall strive to hire and/or recruit Zanzibari researchers from a huge pool of human resources capability and expertise that has spread all over the world so as to ensure that such expertise duly fit into the Institute’s operational plans.

22(iii) As a research-to-policy institution, the Institute shall create a category of senior researchers and assistants who may be requested to undertake specific research related to Zanzibar’s policy issues as part of their post-graduate studies.

22(iv) The Librarian shall be responsible for the management of the Institute’s Library; He/she shall keep a proper register and record of all books, pamphlets, magazines, periodicals, reviews, manuscripts and other literary materials of the Institute as well as making sure that such materials are conserved, well kept and protected.

22(v) The Librarian shall also be responsible for all the subscriptions for literary materials in and outside the country on behalf of the Institute. He/she shall be responsible for making any enquiries and placing any orders for books, magazines, pamphlets, journals, newspapers and reviews on behalf of the Institute. In doing so, the Librarian shall seek the advice and approval of the Executive Director.

22(vi) The Executive Assistant shall be responsible for assisting the Executive Director and the Deputy Executive Director with all the necessary administrative work in carrying out their official duties. He/she shall discharge any other official duties assigned to him/her by the Executive Director and/or the Deputy Executive Director.

22(vii) The Research Assistant shall be responsible for assisting the Research Officer in the preparation of research work for policy-related topics or subject matters that have been included for implementation in the Institute’s program of work. He/she shall discharge any other duties assigned to him/her by the Executive Director and/or by the Editor.

THE SECRETARIAT

Article 23

23(i) There shall be the Secretariat of the Institute comprising of the following members:
a) the Executive Director,
b) the Deputy Executive Director,
c) the Editor,
d) the Financial Manager and
e) the Research Officer.

23(ii) Meetings of the Secretariat shall be presided over by the Executive Director. In his/her absence, the Deputy Executive Director shall preside over such meetings.

23(iii) The Secretary of the Secretariat shall be appointed by the Executive Director taking into account the main theme/topic of the Secretariat’s deliberations at any given time.

CHAPTER X: CONDITIONS OF SERVICE
FOR MEMBERS OF THE SECRETARIAT

Article 24

24(i) Once appointed, members of the Secretariat shall receive such salary, allowances, expenses and/or incidentals as shall be determined and approved by the General Assembly on the recommendation of the Governing Council.

24(ii) Members of the Secretariat shall not accept any other employment during their term of office, nor shall he/she be appointed to serve as an official or consultant of any Government Ministry/Department, Organization, Agency and NGO while in office throughout the duration of his/her term of office.

24(iii) Students, volunteers and/or interns would be welcome to work at the Institute on a voluntary basis. However, any expenses and incidentals incurred on account or for the benefit of the Institute shall be duly refunded on the recommendation of the Executive Director.

CHAPTER X: THE BUDGET OF THE INSTITUTE

Article 25

25(i) The General Assembly shall consider and approve the budget of the Institute on an annual basis. The budget estimates shall be established by the Executive Director after thorough consultations with all members of the Secretariat on the basis of the proposals made by the Financial Manager.

25(ii) The budget estimates shall be submitted to the General Assembly by the Executive Director together with the report thereon by the Financial Manager on the recommendation of the Governing Council.

25(iii) Expenditures of the Institute shall be shared by the members as agreed upon by them through chapter representations.

25(iv) The financial year of the Institute shall be twelve calendar months commencing on the 1st of January through 31 December of each year.

SOURCE OF FUNDS FOR THE INSTITUTE

25(v) The Institute’s expenses shall be borne by its members as apportioned by the General Assembly on a chapter basis. The Head of each chapter shall collect annual membership fees and other funds from all members of the Institute falling within his/her geographical jurisdiction and deposit such fees and funds directly to the Institute’s account(s) accordingly.

25(vi) On the recommendation of the Executive Director, the Governing Council shall consider and approve any financial arrangements with NGOs, Organizations of the United Nations system, donor countries and/or agencies without compromising the integrity and independence of the Institute.

25(vii) The Institute shall also depend on the following sources of funding:
a) Consultancy fees;
b) Grants, endowments, contracts, and
c) Voluntary contributions from individual non-members of the Institute.

THE USE OF FUNDS

25(viii) Funds and Properties of the Institute shall be used uniquely for the purpose of fulfilling the objectives for which the Institute is established;

24(ix) A legal receipt for every amount of money paid out from the Institute’s funds shall be obtained and kept for the purpose of auditing by the competent auditor(s) appointed by the Executive Director in consultations with the Board of Trustees.

OPERATION OF BANK ACCOUNT(S)

25(x) The Financial Manager of the Institute shall be authorized after consultations with and approval of the Executive Director to open and operate a Bank Account(s) in the name of the Institute.

25(xi) The Funds of the Institute shall be deposited to a Bank approved by the Board of Trustees; and all transactions entered into on behalf of the Institute shall be in the name of the Institute.

25(xii) Books of accounts shall be kept at the Headquarters of the Institute and all financial accounts, balance sheets, audited reports and financial statements shall be submitted to the Board of Trustees by the Executive Director annually

25(xiii) The Bank Account(s) shall be operated and be valid for withdrawing money under the signatures of the following two members of the Executive Office:
a) The Executive Director and the Financial Manager; or
b) The Deputy Executive Director and the Financial Manager

PATRON

Article 26

26(i) An eminent personality shall be invited to serve as the Patron/Honorary Advisor to the Institute. He/She shall be selected by the Governing Council upon the recommendation of the Executive Director of the Institute. The term of office of the patron shall be two years; and shall be eligible for re-appointment for one further term. The Patron shall not receive any salary. He/She shall, however, receive special allowances whenever the circumstances allowed and the Executive Director deems necessary and appropriate to do so.

` AMENDMENTS TO THE PRESENT CHARTER

Article 27

27(i) Amendments to the present Charter shall come into force after they have been approved by at least two-thirds of the members of the General Assembly on the recommendation of the Governing Council.

27(ii) Any member of the Institute may propose amendment(s) to the Charter if such proposal enjoys the support of at least one-third of the active members of the Institute. Such proposal shall be submitted to the Executive Director at least two months before the convening of the Ordinary Session of the Governing Council for onward transmission to the Governing Council.

CHAPTER XII: ADMINISTRATIVE ARRANGEMENTS

Article 28

28(i) The Institute shall have a main office in Zanzibar.

28(ii) The Executive Director shall work towards obtaining the office and related facilities and administrative support as the Institute may require.

28(iii) The working languages of the Institute shall be English and Kiswahili.

28(iv) The Institute shall resume/commence its services only after adequate seed funding has been duly obtained.

CHAPTER XIII: DISSOLUTION

Article 29

29(i) The Institute may be dissolved by a resolution adopted to that effect by three-quarters of votes of all its members of the General Assembly present and voting at an Extra-Ordinary Session convened specifically for that purpose.

29(ii) After the resolution to dissolve the Institute had been adopted; and after satisfying all assets and liabilities, all remaining property or assets of the Institute shall be donated to organization(s) whose declared objectives and practical record(s) are, in the opinion of the Members of the Board of Trustees, in accord with the Institute’s objectives as stipulated in Article 2 of this Charter.

TRANSITION

Article 30

30(i) For the purpose of this Charter, anything done by the transitional member(s) of the Secretariat before registration, shall be deemed to be an act done by duly elected/appointed member(s) of the Institute.

30(ii) Members of the transitional leadership of the Institute shall continue to hold their positions until the permanent members of the Institute have been duly elected and/or appointed by the competent organs of the Institute.

30(iii) Any period served by transitional members of the Institute before its registration shall not, in any way, affect their term of office if elected and/or appointed to serve the Institute in any future capacity.

COMMENCEMENT

Article 31

31(i) The present Charter of the Institute shall enter into force immediately on the date of registration.


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One response

1 03 2010
Mohammed al-Nabhany

Hakika hii ni rai nzuri sasa Zanzibar inaingia na itaendelea kuingia katika mfumo wa kimatiafa wa utaratibu wa uundaji wa taasisi mbali mbali za maendeleo kwa ajili ya visiwa vyetu.

Ninaitakia kila la kheri taasisi hii iendelee na na iwe imara ili ifikie malengo yake iliyoyakusudia kwa ajili ya maendeleo ya zanzibar na wa Zanzibari.

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