The Business Council for Sustainable Development Zimbabwe


Constitution Page1 Page2 Page3

a. Council
The Council shall meet not less than four (4) times per annum.
b. Management Committee
The Management Committee shall meet not less than once (1) per month.
c. Technical Committees
The Technical Committees shall meet not less than once every two (2) months.
This shall be held no later than the last day of February each year.
a. Notification
Notification of the AGM, together with the Agenda, shall be sent to each member
not less than twenty-one (21) days in advance of the meeting by the Secretary.
b. Proposals and Submissions
i) Should member organisations wish to have other items included on the AGM
Agenda these should be received by the Secretary not less than fourteen (14)
days in advance of the meeting.
ii) New nominations for election to the Council (proposed and seconded) should
be received by the Secretary not less than fourteen (14) days in advance of
the meeting.
c. The business of the AGM shall include: -
i) Nomination and election/re-election of Council members.
A report from the Chairman on the activities of the BCSDZ during the
preceding year.
ii) A report from the Treasurer on the finances of the BCSDZ.
iii) Approval of the financial statements for the preceding year.
iv) Appointment of an Auditor for the year.
d. Quorum
i) A quorum for the AGM will exist when ten member organisations are present.
ii) If within thirty (30) minutes after the time fixed for the Annual General Meeting
the members present do not constitute a quorum, the meeting shall stand
adjourned to a date seven (7) days later at the same time and same venue.
iii) If at an Annual General Meeting adjourned in terms of sub-section (ii) above,
a quorum is not constituted within thirty (30) minutes after the time fixed for
the Annual General Meeting, in that event the members present shall be
deemed to constitute a quorum.
e. Voting Procedure
i) Voting will be carried out by a show of hands unless one member
organisation present requires the Chairman to conduct a secret written ballot.
Each member organisation shall be entitled to one vote.
ii) All decisions shall be decided by a simple majority of member organisations
present and by proxy. In the event of any deadlock a further vote shall be
called and in the event of a further deadlock the Chairman shall be entitled to
a second and casting vote.
f. Constitutional Matters
i) Changing the Constitution
A proposal to change the Constitution must be notified to members together
with the notice of the Annual General Meeting and in accordance with the
advance period of notice of the Annual General Meeting. The proposal must
be passed by seventy five (75) per cent of those members present and voting
(including proxy votes) at the Annual General Meeting and provided that the
Annual General Meeting is being held in accordance with the required quorum
or, failing that, in accordance with the requirements of a postponement of
such Annual General Meeting.
ii) No alteration will be made to the Constitution without the prior approval
of the Commissioner General of the Zimbabwe Revenue Authority.
g. Record of AGM
Minutes of the AGM shall be recorded by the Secretary and submitted for
approval at the subsequent AGM.
Thirty three and one third percent of corporate member organisations shall be entitled to call a Special
General Meeting upon notification to the Secretary, such notification to be received not
less than twenty one (21) days before the date of the meeting, together with the Agenda.
a. The BCSDZ's Financial Year shall run from 1 January to 31 December.
b. Every member organisation shall pay an annual subscription which shall be
determined by the Council and accounts rendered in advance.
c. Annual subscriptions fall due on the first day of January each year and shall be
payable by January 31 each year.
d. New member organisation annual subscriptions shall be pro-rata to the balance
remaining of the current financial year from the date on which they join.
e. Member organisations shall bear their own costs incurred in participation in the
f. Additional funds required for projects shall be raised on a voluntary basis from fund
raising activities of the BCSDZ.
g. Funds shall be deposited in a Zimbabwean registered Commercial account of good
standing. All cheques shall be drawn in the name of the BCSDZ and shall be
signed by two of the Chairman, Executive Director, Secretary or Treasurer.
h. Proper books of account shall be kept of all business transacted by the BCSDZ
and shall be subject to audits.
While the BCSDZ is a Zimbabwean based organisation the scope of activities of the
member organisations shall not be limited by any territorial limitations.
a. Membership shall cease upon dissolution of the member organisation, or the
BCSDZ, or expulsion or resignation from BCSDZ.
b. Resignation shall be possible at any time by written declaration to the Secretary.
i) In the event of dissolution, winding-up or de-registration of the BCSDZ, the assets of the
  association remaining after satisfaction of all liabilities shall be administered as directed
  by the Trustees and the Council sitting together as a Dissolution Committee.
ii) In the event of dissolution of the BCSDZ no distribution of the remaining assets will be

made without the approval of the Commissioner General of the Zimbabwe Revenue Authority.

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