Constitution

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THE CONSTITUTION OF THE ZIMBABWE ADVERTISING RESEARCH FOUNDATION (ZARF)

  1. NAME  

The name of the Foundation shall be the Zimbabwe Advertising Research Foundation.

  1. STATUS

The Foundation shall be a body corporate and shall continue in existence notwithstanding change in its membership.  Property accrued or held by the association shall be held as a corporate body distinct from property held by its members.  The corporate body shall be a distinct legal persona capable of suing and being sued in its own name.

  1. MAIN OBJECTS

The main object of the Foundation shall be to promote, sponsor, arrange, authorise, commission, manage, control or cause to be arranged, organised, conducted, authorised or commissioned, the obtaining of all kinds of advertising research, media audience research, surveys, investigations and reports.  Likewise to do all things and carry on any activities related or associated with the above objects with power to act through it’s duly authorised agents, employees and contractors and other interested parties and to employ companies, firms and persons for such purposes and generally to do all things necessary and incidental in order to give effect to the above.

  1. ANCILLARY OBJECTS

The following are ancillary objects of the Foundation:

  • To promote and maintain or cause to be promote and maintained, coordination, co-corporation, joint reciprocal assistance between all branches, members, participants and sectors of the advertising industry with particular reference to all aspects of advertising research.
  • To foster research and scientific practices in advertising and marketing, and supervise and conduct studies of advertising media, to make general consultation facilities available through co-operation and co-ordination between members, to review and appraise all aspects of media research and media audience research and distribute appropriate analyses and factual results amongst members and other interested persons.
  • To finance the operations of the Foundation by obtaining levies, donations, loans, contributions and subscriptions from members and others, and also by making special arrangements between members for the purpose of producing income for the Foundation.

4.4     To act as the trustee and manager of the funds provided by members    for the financing of research projects, especially those of advertising research.

4.5     To develop an organisation for advertising research providing the maximum service to the advertising industry generally, including media owners, practitioners in advertising and marketers.

4.6     As far as possible, to act as a co-ordinator of and recognised authority on national advertising research projects, to ensure that all such research information shall be objective and scientifically accumulated; to rationalise expenditure or research and to ensure that research projects decided on shall be relevant to the needs of media owners, practitioners in advertising and marketers.

4.7     To establish comprehensive, valid, reliable, continuous media audience and product usage surveys to provide comparable multi-media and multi-product information reports on research and advertising and media.

  • To advise on all aspects of advertising research.

4.9     To investigate any research techniques whether in practice or proposed and to establish the degree of validity of the results obtained thereby, to seek improved methods in advertising and media research, to sponsor critical studies of technical standards and methodology in advertising research.

4.10   In the interests of it’s members and generally, to act as liaison between the advertising and media industries, and universities and official bodies and colleges involved in any form of education or research related to advertising research.

4.11   To arrange seminars and courses directly or indirectly sponsored by the Foundation on any or all aspects of advertising, media and market research.

4.12   To procure and store data on ad hoc research which will be at the disposal of its members.

4.13   To widen the knowledge and understanding of media planning generally.

4.14   To promote, safeguard and secure the common interests of members pertaining to advertising research and taking common action and instituting protective, corrective and disciplinary measures, and to keep watch over, encourage, promote and protect the interests of members.

  • To act as a mouthpiece of advertising research in particular.

4.16   To promote and maintain fair, reasonable, honourable and proper standards and conditions of advertising and media audience research and to investigate, take action against and discourage any and all improper, illegal, misleading, incorrect and fraudulent methods of such research.

4.17   To establish, maintain and augment a library consisting of books and publications containing information concerning audience research in particular and to encourage and promote educational facilities for those engaged in marketing and audience research.

4.18   To do all such other acts, including the publication of books, memoranda, journals, magazines, circulars and any documents as the Foundation may consider expedient to promote the interests of members.

4.19   Generally to take such lawful action whether alone or in conjunction with others, as may be considered necessary or desirable for the protection, extension, advancement and benefit of the collective interests of the members, or as be thought necessary, incidental or conducive to the attainment of the above objects or any of them.

4.20   To institute, conduct, carry on, or defend, or abandon any actions in any court of law, by or against the Foundation, and to submit to arbitration any disputes or questions arising out of or in connection with the affairs of the Foundation, to provide legal or other assistance to it’s members or any person, individual, firm, partnership or company connected therewith to the extent deemed necessary or expedient from time to time.

4.21   To form and have an interest in any company or companies or associations of a similar nature having the same or similar objects to the Foundation, for the purpose of acquiring the undertaking of all or any of the assets or liabilities of that company or companies or association or for any other purpose which may seem directly or indirectly, calculated to benefit the Foundation, and to transfer to any such company or companies or association the undertaking of all or any of the assets or liabilities of the Foundation.

4.22   To amalgamate with other associations having the same or similar objects to the Foundation.

4.23   To take part in the management, supervision and control of business or operations of any other company or business having the same or similar objects as the Foundation, and to enter into partnerships having the same or similar objects as the Foundation.

4.24   To remunerate any person or persons in cash for services rendered in the formation or development of its business.

  • To make donations except to members or directors.

4.26   To pay gratuities and pensions and establish pension schemes in respect of its bona fide employees and officers and directors who are bona fide employees.

 

  1. NO DISTRIBUTION OF ASSETS

The income and property of the Foundation whence so ever derived shall be applied solely towards the promotion of it’s main object, and no portion thereof shall e paid or transferred, directly, by way of dividend, bonus or otherwise howsoever, to the members of the Foundation, provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Foundation or to any member thereof in return for any services actually rendered to the Foundation.

 

  1. DISSOLUTION

Upon it’s winding up or dissolution and subject to the approval of the Commissioner of Taxes, the assets of the Foundation remaining after the satisfaction of all its liabilities shall be given or transferred to some other foundation or institution or companies or institutions having objects similar to its main objects to be determined by the members of the Foundation at or before the time of its dissolution or, failing such determination, by the Court.

 

  1. CONTRIBUTION

Each member undertakes to contribute to the assets of the Foundation in the event of it’s being wound-up while he is a member of the Foundation contracted before he ceases to be a member, and of the costs and expenses of the winding-up, and the adjustment of the rights of the contributories among themselves, an amount of $1 000.00.  Apart from this the members shall have no further liabilities for the debts or obligations of the Foundation.

 

  1. MEMBERS

The members of the Foundation shall be the Association of Zimbabwe Advertisers (AZA), The Advertising Media Association, The Zimbabwe Association of Accredited Practitioners in Advertising, The Zimbabwe Broadcasting Corporation and Zimbabwe Newspapers (1980) Limited and such other organisations, companies or persons who may apply to become members and who are accepted as members by the Board of Directors of the Foundation.

 

  1. PERIOD OF MEMBERSHIP

A member wishing to resign may do so at any time after having been a member for (two) years, provided that the notice in question, consisting of 12 (twelve) calendar months, shall not commence before the 31st day of December first following on receipt of the notice before-mentioned, in writing.

 

 

  1. APPLICATION FOR MEMBERSHIP

10.1   Application for membership shall be in such form and specifying such particulars as may be prescribed by the Board from time to time.

10.2   All applications for membership shall be in the entire and sole discretion of the Board whose decisions shall be final.  The Board may admit, reject or defer such applications upon such terms and conditions as it may decide and it shall not be obliged to assign any reason for any decision made in respect of any application.

10.3   A member whose membership has been terminated for whatsoever cause may apply to be re-admitted to membership and such application may be granted by the Board on such terms and conditions as the Board may think fit.

 

  1. TERMINATION OF MEMBERSHIP

11.1   Any member who shall fail in the observance of any of the provisions of this constitution or any regulations or by-laws of the Foundation may be excluded or suspended from membership by a resolution of the members provided that in such cases the votes in favour of such resolution amount to not less than seventy five per centum (75%) of the remaining number of votes of all the members.  In such event, the member in question shall be given at least 14 (fourteen) clear days notice of the proposed Resolution and of the intended meeting of members.  A Director of the member in question shall be entitled to attend and speak at the meeting but not vote and such a Director shall not be present when voting is held nor shall he be entitled to any legal presentation at such proceedings.  The members may arrive at a decision even though the member concerned may fail to appear or to answer the allegations made against him.  The decision of the members shall be final and not subject to appeal.  Any member excluded or suspended from membership in pursuance hereof shall have no claim for damages, loss or compensation or for the return of any portion of the moneys paid by him to the Foundation as set herein, up to his exclusion.

 

11.2   A member who resigns in terms of Section 9 hereof shall be bound by the provisions of this constitution and all regulations and by-laws of the Foundation until the date of the final termination of his membership.  A member who resigns shall not be entitled to any refund and shall be liable for his financial and any other responsibilities to the Foundation.

 

  1. LEVY

12.1   The percentage of advertising expenditure, hereafter referred to as the levy, will be 1%, effective from 1st January 1997 and will be paid to the Foundation.  The Board shall at any time and from time determine the amount of the levy.  The levy was increased to 1,5% effective from March 20 2001by the board.

12.2   The determination of the levy is subject to the provision that it shall not exceed 1% of advertising expenditure.  An amendment to the maximum rate of the levy shall require favourable votes of not less than 90% (ninety per centum) of the available votes of directors present at a properly constituted meeting of the Board.  However, any tax or imposition which may apply to the levy, shall not be considered a part of the levy and the levy percentage.

12.3   The decision of the Board shall be final and binding on all members.  The percentage of the levy shall be the same for all members, but this stipulation shall not preclude a member from making voluntary additional contributions to the Foundation.

12.4   All members who are media owners shall indicate the existence of the levy on all rate cards, which shall indicate clearly whether the levy is additional to or included in the advertising rates.

12.5   The levy shall be collected by advertising agency members or by media owner members when they receive payment for advertising directly from the advertiser.  The levy shall be paid over to the Foundation at the end of the month during which it is received.  The placing of advertising in media shall be made conditional on the acceptance by advertisers of the levy.  Monies resulting from the imposition of the levy shall be considered to be the Foundation funds and no member shall claim to be the source of funds.

12.6   All members who are media owners or advertising agencies shall provide the Foundation with a declaration after the end of their financial year, produced and signed by their Auditors, which verifies that the levy has been raised and paid over during the preceding calendar year on all advertising expenditure as defined in this constitution.  The Auditor’s verification shall contain the amount of the levy which applied to advertising income for the calendar year in question.  Any members who are media owners or advertising agencies and are not required to appoint auditors shall furnish the said declaration produced and signed by their Directors, Partners or Owners.

12.7   Notwithstanding the wide powers given to the Foundation, the Foundation funds shall be used for research and research related expenditure only, unless expenditure of another nature is approved by a positive vote of 70% or more of the available votes at a properly constituted meeting of the Board.

 

13  ADVERTISING INCOME

13.1   The advertising income for the purpose of calculating the levies shall be:-

  • All advertising and advertising related income, whether above or below the line, and whether agency placed or direct, including income from promotions sponsorship, advertorials, supplements, inserts, tied competitions, special offers, and any other cash Income which is related, directly or indirectly, to the sale of space or time in a public news, advertising or entertainment medium.
  • The advertising of charitable functions, competitions, events, promotions or in any other form which results in income for a medium, and which is expected to result in an immediate or direct benefit to the advertisers.
  • The invoiced amount (less sales tax) actually due to a medium before the deduction of agency commission (where applicable) and after deduction of any published or contractual discounts.

 

13.2   ADVERTISING INCOME EXCLUDED:

  • Sponsored space or time for educational charitable or public service purpose;
  • The advertising of own future programmes and the promotion without charge of that particular medium and free advertising (including make good advertisements) granted for any reason;
  • In the case of the print media, income from legal and financial notices, classified advertisements, church and charity notices, company reports and prospectuses and notices by all levels of Government.
  1. FOR THE PURPOSES OF SECTION 12: –
  • “Media Owner” means any person, partnership, company or corporation that sells space in a printed publication, time on radio, cinema, or television screens, or a combination of any of these, or that carries out advertising on behalf of an advertiser, on posters, hoardings and signs of all kinds which can be rented or leased for advertising purposes, or by any other similar means but excluding advertising by way of neon signs and signs which identify the premises of an advertiser.
  • “Advertising Agency” means any person, partnership, company or corporation which specialises in the planning, producing and/or placing of advertising on behalf of its clients and which generates income from media commission and/or fees levied on its clients.

 

 

  1. INFORMATION TO BE AVAILABLE TO MEMBERS

Every member shall without payment have full access to all information regarding the results, findings and reports as published by the Foundation.  Any further information and copies of reports may be made available on such terms and conditions as may be determined by the Board.

 

 

  1. BOARD

16.1   APPOINTMENTS AND VOTES

Each member shall be obliged to appoint in writing (and if so desired by the member he shall also be entitled to withdraw the appointment of any director or directors as more fully provided below.  If the appointment of any director is withdrawn, then the member in question shall be obliged to appoint another director in his place.  Notwithstanding anything herein contained, the different classes of members as set out herein shall for the purpose of meetings and voting be entitled to the number of directors and alternates that are set out below.  The said directors or their alternates shall have the voting rights as provided for by these presents: –

  • Subject to the provisions of sub-clauses (b), (c), and (d) below, members represented by their director (s) or alternates shall be entitled to one vote only per director or in the absence of such director (s) per his alternate whether on a poll or a show of hands.
  • The director (s) of a member under suspension or whose financial responsibilities to the Foundation are in arrears for more than 90 (ninety) days shall not be entitled to attend or vote at any General Meeting or Annual General Meeting of the Foundation, except as provided for in Section 11.1 of these presents.
  • If any director is not entitled to attend or vote at any general meeting then his alternate shall likewise not be entitled to attend or vote thereat.
  • The number of directors representing members and the numbers of votes to which members shall be entitled shall be according to the following table, namely:

 

FULL MEMBERS

Association of Zimbabwe Advertisers                                  2

Advertising Media Association                                            1

Association of Accredited Practitioners in Advertising           2

Zimbabwe Broadcasting Corporation                                   1

Zimbabwe Newspapers (1980) Limited                                1

Communication Industry Association                                   1

Total                                                                              8

 

16.2   EFFECTIVE VOTES

Where a member is entitled to two directors, the directors including the alternate director shall collectively be entitled to two votes only which may be exercised by having two directors or one director and one alternate director present and each exercising one vote or if one director or the one alternate director only present then by such director or alternate director exercising two votes.  Where two directors or one director and one alternate director vote in order for their votes to be effective and counted they shall be obliged to vote in the same way.

Alternate directors shall have the same voting rights as the directors which they represent in the absence of such directors.  Where a member is entitled to two directors, their one alternate, appointed in terms hereof, shall be entitled to act and vote, in their absence, either on behalf of both directors, if both are absent, or on behalf of any one director, if one director, if one director is absent.

 

16.3   ALTERNATE DIRECTORS

Alternate directors shall be appointed by members to act in the place of directors.  Save as otherwise provided therein each alternate director whilst acting in the place of the director for whom he is the alternate shall in all respects be subject to the same terms and conditions and shall exercise and discharge all the duties and functions of the director he represents.  Alternate directors shall be entitled to be present at meetings only if the directors they represent are absent or unable to act.

 

16.4   REPLACEMENT

If a director or alternate director resigns or ceases for any reason to be a director or an alternate director then the vacancy thus caused shall be filled by the member concerned,

16.5   REPRESENTATIVE FUNCTION

A director or alternate director represents his principal member and shall accordingly at all times speak for and act according to the instructions, opinions and wishes of the member he represents.

16.6   THE MANAGING DIRECTOR

The Board shall from time to time appoint a Managing Director of the Board.  Neither a director nor an alternate shall be entitled to be the managing Director.  The appointment of the Managing Director shall be upon such terms and conditions and for such periods as the Board may decide and in addition the Managing Director may be granted such powers or authorities as the Board may decide in terms of Article below.  The Managing Director shall be entitled to attend and speak at all directors’ meetings but shall not be entitled to a vote as a director or to form part of the quorum of directors.

 

16.7   CHAIRMAN

The Board may elect a Chairman from any of its members upon such terms and conditions and for such period as the Board may decide.

 

16.8   PASSING OF RESOLUTIONS

Save as otherwise provided herein all resolutions of the Board to be passed shall require a bare majority vote of the directors who are present at any meeting.  The quorum for a directors’ meeting shall be directors and/or alternate directors representing a minimum of 70% (seventy per centum) of all available votes.

A resolution in writing signed by all directors of the Foundation or by as many of the directors of their alternate directors as may be reached, being not less that are sufficient to form a quorum, shall be valid and effectual as if it has been passed at a meeting of the Board duly called and constituted.  Any such resolution may consist of several documents in the like form each signed by one or more of the directors or alternate directors.

 

  1. POWER AND DUTIES OF THE BOARD

17.1   GENERAL

The business of the Foundation shall be controlled and managed by the Board.

17.2   HANDLING OF ASSETS

The Board shall have full power to invest any of the Foundation’s funds not immediately required for its objects in such a manner as may from time to time be determined, more particularly, and without prejudice to the aforesaid generality, by placing monies out on a mortgage, in the purchase or acquisition of any land, stands or other movable or immovable property or any rights or interest therein or thereto, and to maintain, alter, repair, let, sell and deal with the same or any portion thereof in such manner as may from time to time be determined, subject to the conditions that any increment shall be applied to the furtherance of the objects of the Foundation as herein provided.  The income, property and assets of the Foundation whencesoever derived, shall be applied solely towards the promotion of the objects of the Foundation.

17.3   KEEPING OF RECORDS

The directors shall cause accounting records to be kept.  The directors shall from time to time cause to be prepared and laid before the Foundation in general meeting and annual meeting the accounts of the Foundation.  The annual accounts shall be submitted to the Commissioner of Taxes.

17.4   KEEPING OF MINUTES

The Board shall cause minutes to be made in books provided for the purpose:

  • of all appointments of offices and employees made by the Board;
  • of the names of the members of the Board of Directors present at each meeting of the Board and of any committee thereof;
  • of all resolutions and proceedings at all meetings of the Foundation and of committees of the Board.

Every director present at any meeting of the Board shall sign his name in the register kept for that purpose.

17.5   DECISIONS

The Board shall have power from time to time to make, alter and repeal such decisions, rules regulations and by-laws not inconsistent with the provisions of the constitution.

17.6   BUDGET

The Board shall from time to time, but at least once annually, approve a budget for a subsequent period.

17.7   DELEGATION

The Directors may delegate any of their powers to individuals, or to committees consisting of such person or persons as they think fit.  Any committee so formed shall in the exercise of the powers so delegated conform to the rules that may be imposed on it by the Directors.  The Executive Chairman shall be an ex officio member of all committees thus appointed.  The Board shall nominate a Chairman for each committee.  That Chairman shall decide on all procedural matters with respect to the committee or committees of which he is the Chairman.

17.8   NOTICES

A notice may be given by the Foundation to any member, Director or representative, as the case may be, either by advertisement or personally or by sending it by post in a prepaid letter or by facsimile addressed to such member, Director or Alternate Director at his registered address, or, in the case of emergency, by telegram.

Any notice if given by post shall be deemed to have been served seven days after the letter containing the same was posted.

 

  1. ANNUAL GENERAL MEETING

18.1   An Annual General meeting shall be held once in every year, provided that not more than 15 (fifteen) months shall elapse between the date of one Annual General Meeting and that of the next and that an Annual General Meeting shall be held within 6 (six) months after the expiration of the financial year of the Foundation.

18.2   CONVENING OF MEETINGS

The Board may, whenever it thinks fit, convene a General Meeting and a general meeting shall also be convened on a requisition signed by 70% of members.

18.3   With the consent of the Directors, a meeting may be convened on shorter notice.  The accidental omission to give notice of a meeting to, or the non-receipt of notice by any member, Director or alternate shall not invalidate the proceedings of the meeting.

18.4   THE ORDINARY BUSINESS OF AN ANNUAL GENERAL MEETING SHALL BE: –

  • The consideration of the financial statements and the reports of the Executive Chairman and auditors.
  • The appointment of auditors
  • Any matter capable of being dealt with by any general meeting of the Foundation.

18.5   QUORUM

No business shall be transacted at any annual general or Board meeting unless a quorum of members is present at the time the meeting proceeds to business.  The quorum shall be not less than 75% of the members of the Foundation.  If, within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon requisition of members, shall be dissolved.  In any other case it shall stand adjourned to the following day at the same time and place, or, if that day be a public holiday or Sunday, to the next succeeding day other than a public holiday or a Sunday, to the next succeeding day other than a public holiday or a Sunday and if at such adjourned meeting a quorum as above is not present within fifteen minutes of the time appointed for the meeting, the members present shall be a quorum.

18.6   For any such adjourned annual general, general or Board meeting in pursuance of this section the Secretary shall, as far as he is reasonably able to do so and preferably on the date on which there is no quorum, give members of the Board notice of the adjournment and of the time, date and place on which the adjourned meeting will be held.

18.7   PRESIDING AT MEETINGS

The Chairman of the Board shall preside as Chairman at every annual general or general meeting.  If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman, then and in such case the Vice-Chairman shall act as Chairman.  In the event of both being unavailable or unwilling to act, a Chairman shall be elected by majority vote of the meeting.

18.8   VOTING

At any annual general or general meeting a resolution put to the vote shall be decided on a show of hands unless a poll is demanded before or on the declaration of the result of the show of hands, and unless a poll is so demanded, a declaration by the Chairman of the meeting that a resolution has, on a show of hands, been carried unanimously or by a majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Foundation shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against such resolution.  The demand for a poll may be withdrawn.

19. REMUNERATION OF DIRECTORS

Directors may be paid all travelling, hotel and other expenses incurred by them in attending and returning from meetings of the Foundation or in connection with the business of the Foundation.  Each director shall act in an honorary capacity unless the members of the Foundation otherwise decide in which event any director may be remunerated as the Foundation may from time to time determine.  If any Director be called upon to perform extra services or to make any special exertions in going or residing abroad, or otherwise, for any of the purposes of the Foundation, the Foundation may remunerate such Director in such manner, as it thinks fit.

20. INDEMNITY

Every Director and officer of the Foundation and any person employed by the Foundation as auditor may be indemnified out of the funds of the Foundation against all liability incurred by him as such Director, officer or auditor, in defending any proceedings, whether civil or criminal, in which the judgement is given in his favour or in which he is acquitted or in respect of any proceedings which are abandoned.

21. AMENDMENTS TO THE CONSTITUTION

This Constitution may be amended by Resolution passed at an Annual General Meeting provided that the Resolution is approved by 75% of members present and further provided that no amendment to the Constitution shall be effective until the Collector of Taxes has been informed of the changes thereto.

 

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