| PRELIMINARY |
| 1. |
The
regulations in Table C in the first schedule to the Companies Ordinance,
shall not apply to the Institute, except so far as the same are
repeated or contained in these Articles.
|
|
INTERPRETATION
|
| 2. |
In
the Articles, unless the subject or context otherwise require, the
words standing in the first column of the table next hereinafter contained
shall bear the meanings set opposite to them respectively in the second
column thereof: |
| |
| The
Institute |
The
Tanzania Institute of Bankers Limited. |
| The
Ordinance |
The
Companies Ordinance. |
| The
Constitution |
The
Memorandum of Association and these Articles and any rules,
bye-laws, and regulations of the Institute from time to time
being hereby constituted. |
| The
Council |
The
governing body of the Institute hereby constituted. |
| The
Office |
The
registered office of the Institute. |
| The
Seal |
The
Common Seal of the Institute. |
| Month
|
The
calendar month. |
| In
Writing |
Written,
printed, lithographed, photographed and other modes of representing
or reproducing works in visible form. |
| The
Bank |
The
Bank of Tanzania established under the Bank of Tanzania Act,
1965. |
Banking Business
|
The
business of receiving funds from the general public through
the acceptance of money deposits payable upon demand or after
a fixed period or after notice, or any similar operation through
the frequent sale or placement of bonds, certificates of bonds,
certificates or other securities, and the use of such funds
either in whole or in part for loans or investments for the
account and at the risk of the person doing such business, and
Any other activity recognised as customary banking practice
which a financial institution engaged in the activities described
in the preceding paragraph may be additionally authorized to
do by the Bank. |
| Corporate
Member |
The Member Banks or Financial Institutions registered and licensed
to carry on the business of banking in Tanzania and duly admitted
to the membership of the Institute and the Bank. |
|
| |
Any
words importing the singular shall include the plural and vice versa.
Words importing the masculine gender also shall include the feminine
gender and vice versa.
Words importing persons shall include corporations, firms, registered
organisations and nominees of such organisations.
Subject as aforesaid, any words or expressions defined in the Ordinance
shall, except where the subject or context forbids, bear the same
meaning in the Articles. |
MEMBERSHIP
|
| 3. |
For the purpose of registration the number of members of the Institute
is eleven but the Council may from time to time register an increase
or decrease of members. |
| 4. |
Membership
shall be open to:- |
| |
(a) |
Honorary
Fellows: Who shall be persons of distinction in the practice
or literature of banking, commercial law, economics or kindred subjects
and who on invitation, or nomination by at least two or more Fellows
as described in (b) hereunder, shall be accepted by the Council as
fit and proper persons on the basis of their learning and contribution
to the field of banking and financial institution management and additionally
on the basis of character and public bearing, and shall have been
elected by the Council to the rank of Honorary Fellow of the Institute; |
| |
(b) |
Fellows:
Shall
be elected by the Council from among the Associates on the nomination
of at least three Fellows of the Institute who shall certify in writing
that the nominee is a fit and proper person to be considered and elected
a Fellow; |
| |
(c) |
Associates:
Shall be individuals who have passed such examinations or obtained
such qualifications as the Council may from time to time prescribe
or approve; |
| |
(d) |
Corporate
Members: Shall be all the banks and financial institutions
registered and carrying on banking business in Tanzania and the Bank; |
| |
(e) |
Ordinary
Member: Shall be such Student Members as shall on ceasing
to be students automatically become Ordinary Members when eligible
in terms of the Council requirements and in addition such persons
as shall be elected by the Council from the staff of any Corporate
Member’s establishment or from persons in other relevant employment
who have met such other requirements as the Council may determined
from time to time; |
| |
(f) |
Student
Members: Shall be elected by the Council from applicants
without regard to any employment they may have but subject to such
requirements as the Council may determined from time to time and provided
that such Student Members shall automatically become Ordinary Members
when eligible in terms of the requirements. |
| 5. |
Any
bank, financial institution and employee of such bank or financial
institution desiring to be admitted to membership of the Institute
shall make an application to the Registrar in accordance with such
procedure as may be laid down by the Council. |
| 6. |
6.
New members proposed shall be recommended by two Associates and
the application submitted to the Council for its approval.
|
| 7. |
The
Council shall issue certificates to all members in their respective
classes. |
|
FEES AND SUBSCRIPTIONS
|
| 8. |
Entrance
fee and annual subscription shall be determined by the Institute from
time to time in a General Meeting on recommendation of the Council. |
| 9. |
9.
Entrance fees shall be payable within thirty days of admission to
membership. Failure to do so may result in withdrawal of such approval. |
| 10. |
Annual
Subscriptions are payable in advance, on admission by all members
irrespective of the date of joining and thereafter annually before
the 31st of July of each year. Old members may pay within three months
of the succeeding year without being charged interest on the outstanding,
but failure to do so will attract interest at the ruling commercial
bank rate and this will relate back to the whole period the subscription
is in arrears. If the subscription is paid after six months but before
the expiry of nine months, a penalty of 10% shall be imposed on the
whole sum outstanding over and above the principal and interest accrued. |
| 11. |
(i)
|
When a member shall fall into arrears with his subscriptions or other
approved dues, his attention shall be drawn to it immediately by the
Treasurer. |
| |
(ii)
|
The rights and privileges of a member in arrears may be suspended
by the Council until such arrears are made good and in particular
he shall be deprived of his right to vote and stand for or continue
in any office of the Institute; |
| |
(iii) |
If he continues to default his payments for more than nine months
after his attention has been drawn to it, he shall automatically cease
to be a member. |
| |
(iv) |
However, the Council shall have power to waive the penalties and disabilities
imposed on a defaulter where satisfied that there were good reasons
for such default, and may for similar reasons extend the period for
payments of the arrears; |
| 12. |
In furtherance of the objects of the Institute, the Council shall
promulgate financial rules and regulations that will make provisions
for the means of financing the expenses of the Institute. |
RIGHTS
AND PRIVILEGES OF MEMBERS |
| 13. |
A copy of the Constitution of the Institute together with the bye-laws
enacted under it shall be supplied to every member on admission and
on payment of the fee prescribed by the Council from time to time. |
| 14. |
All
members of the Institute shall be entitled to attend all General Meetings
of the Institute and shall receive all notifications and circulars
concerning the affairs of the Institute. |
| 15. |
All
corporate members shall be entitled to nominate one accredited representative
to attend and vote at all General Meetings. Alternate representatives
may be appointed by such corporate members but no member may have
more than one accredited representative at one General Meeting. |
VOTING
BY MEMBERS
|
| 16. |
(i) |
Each
member shall be entitled to one vote. |
| |
(ii)
|
A
proxy shall be a member of the Tanzania Institute of Bankers. |
| |
(iii)
|
The
instrument appointing a proxy shall be in the form or to the effect
following or in any other form which the Council may approve:- |
| |
“I............................of...........................being
a member of the Tanzania Institute of Bankers hereby appoint....................of.............................
as my proxy, or to vote for me and on my behalf, at the annual extraordinary
as the case may be General Meeting of the Institute to be held on
the ...... day of...................and at any adjournment thereof.
As witness my hand, this ..................... day of .........................
20...................
Signed by the said .........................................................................................
in the presence of .........................................................................................
|
| |
(iv) |
The
instrument appointing a proxy shall be in writing under the hand of
the appointer or his attorney duly authorised in writing or if the
appointer is a corporation, either under seal or in some other manner
approved by the Council. |
| |
(v) |
The
instrument appointing a proxy and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy of
such power or authority, shall be deposited at the office or at such
other place within Tanzania as is specified for that purpose in the
notice convening the meeting at least forty-eight hours before the
time appointed for holding the meeting or adjourned meeting which
the person appointed named in such instrument proposes to vote, otherwise
the person so named shall not be entitled to vote in respect thereof. |
CESSATION
OF MEMBERSHIP
|
| 17. |
Membership
of the Institute may be discontinued through: |
| |
(a)
|
Resignation.
Notice of resignation shall be given to the Secretary in writing and
the member shall remain liable for all arrears due. |
| |
(b) |
Failure to pay fees, annual subscriptions and other dues. |
| |
(c) |
Disciplinary action as provided for under Article 26(f) of these Articles
provided that the member shall remain liable for all arrears due. |
MANAGEMENT OF THE INSTITUTE
|
| 18. |
(a) |
The Management
of the Institute shall be vested in the Council whose number shall
not be less than five and not more than fifteen. This number may,
however, be varied at a General Meeting upon receiving such recommendation
from the Council. |
| |
(b) |
All Council
members shall be natural persons and shall be elected once in three
years at the Annual General Meeting of the Institute. |
COMPOSITION OF THE COUNCIL
|
| 19. |
The Council
shall consist of the following: |
| |
(a) |
A Chairman
and Deputy Chairman both of whom shall be drawn from among Chief Executives
of Corporate Members. |
| |
(b) |
The Director
General. |
| |
(c) |
Not less than
two and not more than twelve other persons nominated from among Chief
Executives of Corporate members and other eminent persons in related
fields. |
| 20. |
The
elected members of the Council shall be subject to retirement after
three years at the Annual General Meetings of the Institute. A retiring
Council member shall be eligible for re-election. |
| 21. |
The
office of a member of the Council shall be vacated: |
| |
(a) |
If he dies or
leaves Tanzania for a period of more than twelve months or resigns
or is unwilling or becomes incapable of carrying out his duties. |
| |
(b) |
If the organisation
which he represents ceases to be a member of the Institute. |
| |
(c) |
If the organisation
which he represents is excluded or suspended from membership. |
| |
(d) |
If the organisation
which he represents removes him from office and/or he is no longer
associated with it. |
| |
(e) |
If he is suspended
on his own account under the provisions of these Articles. |
| |
(f) |
If a receiving
order is made against him or against the organisation he is representing. |
| |
(g) |
If he is declared
a lunatic or becomes of unsound mind. |
| |
(h) |
If he is convicted
either of a felony or of any offence involving fraud or dishonesty. |
| 22. |
The Council
may, by a special resolution remove any member of the Council before
the expiry of his period of office and may, by ordinary resolution,
appoint another member instead. |
| 23. |
Any vacancy
arising may be filled by the Council and any such new member shall
hold office for the remainder of the term of office of the vacating
member. |
| 24. |
The Council
shall be responsible for the overall management of the Institute and
shall be responsible for the appointment of office bearers of the
Executive Committee as prescribed in Article 28 of this Constitution. |
| 25. |
The Director
General shall be responsible for drawing up an Annual Report and Statement
of Account, an estimate of receipts and expenditure and a draft programme
of activities for the ensuing year and present these at the Annual
General Meeting. |
POWERS OF THE COUNCIL |
| 26. |
The Council shall
have powers at any of its meetings to: |
| |
(a) |
propose any bye-laws
necessary to ensure the proper management and administration of the
Institute and such bye-laws shall not come into force until approved
by the Annual General Meeting; |
| |
(b) |
appoint on such
terms as it may determine a Director General of the Institute, and
such other staff as it considers necessary for the day-to-day administration
of the Institute; |
| |
(c) |
constitute,
award and confer diplomas, certificates and the like as considered
appropriate; |
| |
(d) |
appoint, and
dissolve Committees or Sub Committees set up by itself for special
purposes as it considers necessary for the proper management and administration
or in furtherance of the objects of the Institute; |
| |
(e) |
admit or refuse
admission of applicants to membership of the Institute on recommendation
of the Membership Committee; |
| |
(f) |
impose such disciplinary
action as it thinks fit on any member acting in a manner deemed to
be contrary to the objects or detrimental to the interests of the
Institute after obtaining a recommendation in this regard from the
Disciplinary Committee; |
| |
(g) |
determine the
affiliation of the Institute with other bodies or organisations; |
| |
(h) |
use its discretion
and interpretation in the event of any matter or question arising
out of any point not specifically provided for in the Constitution,
so far however that the Council of its own motion may, or in a written
request from at least 10% of the membership shall, refer the interpretation
of such clause to a lawyer or firm of lawyers not member of the institute
or in its employment; |
| |
(i) |
to submit for
approval of the General Meeting the fees, subscriptions and other
dues payable by members and other fees to be charged for services
rendered by the Institute; |
| |
(j) |
constitute
and confer honours, medals, certificates of merit and other awards
on persons who shall have rendered distinguished service to the Institute
or made outstanding contribution to the objects of the Institute and
such award or honour as received prior approval of the Institute in
a General Meeting. |
COUNCIL MEETINGS
|
| 27. |
(a) |
The Council shall
meet at least once in every three months. Such meetings shall be convened
by the Secretary on instructions from the Chairman or in his absence,
from the Vice Chairman. |
| |
(b) |
Any 15% of members
of the Council being nominated representatives or elected members,
shall have the right to convene a meting of the Council by giving
notice to all members of the Council in writing not less than forty-eight
(48) hours before the proposed time for the meeting. |
| |
(c) |
The quorum at
a meeting of the Council shall be at least 50% of the total number
of the Council members then in office when the meeting is called to
order. |
| |
(d) |
The Chairman
or in his absence, the Vice Chairman shall chair the meeting of the
Council and in the absence of both the Chairman and Vice Chairman,
the members present shall appoint one person from among themselves
to chair the meeting. |
| |
(e) |
All members shall
be entitled to one vote. In the event of a tie, the Chairman of the
meeting shall be entitled to a casting vote. Except where provided
otherwise, all decisions shall be by simple majority of members present
and voting. |
| |
(f) |
The Registrar
shall also be the Secretary to the Council and shall take minutes
of the proceedings thereof. |
EXECUTIVE
COMMITTEE
|
| 28. |
There shall be
an Executive Committee of the Institute which shall consist of the
following: |
| |
(a) |
The Director
General appointed under Article 26(b) of these Articles; |
| |
(b) |
The Registrar. |
| |
(c) |
Other Senior
Officers of the Institute as shall be appointed to the Committee by
the Council from time to time, on the recommendation of the Director
General. |
| 29. |
The Executive
Committee shall be responsible for the day-to-day conduct of the affairs
of the Institute and without prejudice to the generality of the foregoing;
shall |
| |
(a) |
Under the chairmanship
of the Director General and subject to the bye-laws made or directions
given by the Council hold regular meetings whose minutes shall be
taken by the Secretary. |
| |
(b) |
Subject to the
Constitution and bye-laws and to any directions given by the Council,
be responsible for the keeping of books of account of the Institute,
and the payment of salaries and other outgoings not being of the nature
of capital expenditure. |
| |
(c) |
Be responsible
for making policy recommendations to the Council and implementing
Council’s policy decisions. |
| |
(d) |
Refer to the
Council all matters which under this Constitution, are required to
be dealt with or decided by the Council and for such purposes; prepare
the agenda and papers for submission to each meeting or the Council. |
OFFICE BEARERS OF THE INSTITUTE
|
| 30. |
The office bearers
of the Institute and their duties and functions are as follows: |
| |
(a) |
Chairman
– The Chairman of the Council shall normally chair all general
meetings and Council meetings of the Institute. He shall represent
the Institute in its dealings with outside persons and organisations. |
| |
(b) |
Vice-Chairman
– The Vice-Chairman shall assist the Chairman in his duties
and deputies for him in his absence. |
| |
(c) |
Director
General – The Director General appointed by the Council
shall be a paid officer of the Institute responsible for the day-to-day
business and administration of the Institute as shall from time to
time be directed by the Council. He shall chair all meetings of the
Executive Committee and shall also be responsible for submitting to
the Council interim reports of the management of the affairs of the
Institute. He shall be an Ex-officio member of the Council. |
| |
(d) |
Registrar
– The Registrar who shall be appointed by the Council shall
be paid such remuneration as the Council think fit and shall be responsible
for: |
| |
|
| (i) |
convening all General and Executive
Committee Meetings when directed to do so by the Chairman or
the Council or the Director General. |
| (ii) |
keeping all records of all General and Executive
Committee Meetings. |
| (iii) |
maintaining and ensuring the correctness of
the Register of Members of the Institute. |
| (iv) |
performing all other duties as may from time
to time be assigned to his office by the Council and the Director
General. |
|
GENERAL MEETINGS
|
| 31. |
(a) |
The
Inaugural Meeting of the Institute shall be the first Annual General
Meeting of the Institute. Thereafter, the Annual General Meeting shall
be held within the first three months after the end of the Financial
Year of the Institute (which shall be from July 1 to June 30) for
the following purposes: |
| |
|
(i) |
To
receive from the outgoing Council the Annual Report and Statement
of Accounts for the preceding year and a draft programme of activities
for the ensuing year; |
| |
|
(ii) |
To
appoint a professional firm of auditors for the purpose of Article
41 of these Articles from the ensuing year. Such appointed firm may
be reappointed each year as the meeting thinks fit. Auditors to be
appointed shall not be members of the Council or of the Institute
or employees of any such member or of a firm in which such member
has a business interest or be associated with such members in a relationship
which may bring such members influence to bear on the auditors; |
| |
|
(iii) |
To
transact any other business duly notified but such other business
to be transacted shall be notified in writing to the Registrar, together
with the names of the proposers and seconders, not less than twenty-one
days before the date fixed for the meeting. |
| |
(b) |
(i) |
The
Annual General Meeting shall be held at a place, time and date to
be determined by the Council, in any given year and notified by the
Secretary to all members in writing not less than fourteen days before
this date, and the Secretary shall notify all members in writing of
the business to be transacted thereat. |
| |
|
(ii) |
This
notice shall include the Annual Report and Statement of Accounts and
draft programme for the ensuing year, and any other business including
those duly notified under this Article. |
| 32. |
(1) |
(a) |
Any
member entitled to be present and vote at a meeting may submit any
motion to any General Meeting, provided that in case of an ordinary
resolution at least for the prescribed time before the day appointed
for the meeting, he shall have served upon the Institute a notice
in writing by him containing the proposed ordinary resolution, and
stating his intention to submit the same. |
| |
|
(b) |
The
prescribed time mentioned above shall be such that, between the date
of the notice is served and the day appointed for the meeting there
shall not be less than fourteen intervening days. |
| |
(2) |
(a) |
| (i) |
The Council may convene an Extraordinary
General Meeting at any time to conduct any business as it may
decide.
|
| (ii) |
The Secretary must convene a meeting of the
Council within seven days if required to do so in writing by
four members of the Council, to discuss the convening of an
Extraordinary General Meeting. |
|
| |
|
(b) |
| (i) |
An Extraordinary General Meeting
shall also be convened by the Secretary on the signed requisition
of not less than ten per centum of the total Ordinary General
Membership of the Institute, stating the purpose of the Meeting.
|
| (ii) |
Such meeting shall be convened
within fourteen days of the requisition. |
|
| |
|
(c) |
| (i) |
Any Extraordinary
General Meeting shall be held at a place, time and date to be
determined by the Council.
|
| (ii) |
Notice of such meeting, together
with the business to be transacted thereat, shall be given to
all members in writing not less than 14 days before the date
fixed for the meeting unless the purpose is passing of a special
resolution or amendment of the Articles in which event 21 days
notice shall be given. |
|
| |
|
(a) |
In
the event the Council fails to direct the Secretary to call an Extraordinary
General Meeting requisitioned by members as aforesaid in this Article,
within 14 days of such requisition, it shall be competent for members
signing the requisition if where they represent more than twenty-five
per centum of the total voting rights to determine a place, time,
date, the business to be transacted and convene the meeting giving
notice of such to all members of the Institute in writing, but any
meeting so convened shall not be held after the expiration of three
months from the date of the requisition. |
| |
|
(e) |
No business, except that
which has been duly notified may be transacted at an Extraordinary
General Meeting. |
| |
|
(f) |
All business shall be deemed
special that is transacted at an Extraordinary General Meeting and
all that is transacted at an Annual General Meeting. |
| |
|
(g) |
Any meeting to consider the
accounts and balance sheets, the ordinary reports of the Council and
Auditors, and the election of officers shall be deemed ordinary. |
PROCEDURE AT GENERAL MEETINGS
|
| 33. |
(a) |
The Chair at
a General Meeting shall be taken by the Chairman of the Council or,
in his absence by the Vice Chairman or if he is also absent, by any
member elected by the meeting. |
| |
(b) |
All General Meetings
shall be conducted in accordance with these Articles. |
| |
(c) |
All matters not
specifically provided for may be decided by the Chairman of the meeting
at his discretion. |
| |
(d) |
No non-members
of the Institute may attend General Meetings of the Institute except
by invitation of the Council and with the consent of the meeting.
Such persons may only speak with the permission of the Chairman. |
| 34. |
(a) |
The quorum
at the General Meeting shall be ten (10) paid up members of whom 50%
shall be corporate members and having a right to vote except as provided
for under this Article, present at the time the chair is taken, which
shall be within half an hour of the time fixed for the meeting. |
| |
(b) |
In the event
of there being no quorum, the meeting shall: |
| |
|
| (i) |
In the case of an
Annual General Meeting called by the Council, stand adjourned
to a time and date to be determined by the Council not less
than one week and not more than two weeks later, such time and
date shall be notified to all members in writing by the Secretary
within forty-eight hours of the adjournment.
|
| (ii) |
At an adjourned meting, the
members present and entitled to vote shall form a quorum. |
| (iii) |
The agenda for the adjourned meeting
shall be the same as that for the original meeting;
|
| (iv) |
In the case of lack of quorum
of an Extraordinary General Meeting requisitioned or convened
by members under Clause 32(b) (i) or 32(2) (d) of this Constitution
the meeting shall be considered dissolved. |
|
| 35. |
(a) |
Voting for election
to the Council and for purpose of amendment to the Articles shall
be by secret ballot. |
| |
(b) |
Voting on all
other matters may be by show of hands. |
| |
(c) |
Decisions, except
where specifically provided for under this Constitution shall be by
simple majority of those present and voting. |
THE SEAL
|
| 36. |
The Seal for
the Institute shall be used as Seal as follows: |
| |
(a) |
All deeds and
other documents required to be executed in a special manner shall
be sealed and signed in accordance with the provisions made in that
behalf. |
| |
(b) |
On all other
deeds or documents not covered in paragraph (a) above, the Seal shall
not be used except by authority of the Council, and such deeds or
documents shall be sealed and signed by the Chairman or Vice Chairman
and another member of the Council or by such other officers of the
Institute as the Council may determine or direct; |
| |
(c) |
The signatures
of the Chairman or Vice Chairman and the Council member shall for
all purposes be accepted as sufficient evidence of the due sealing
of all deeds, documents and other instruments of the Institute. |
ACCOUNTS
|
| 37. |
The Council shall
cause proper books of accounts to be kept at the registered office
of the Institute or at such place or places and in the charge of such
persons as the Council may from time to time direct. |
| 38. |
The Council shall
exercise control over the funds, receipts and expenditures, of the
Institute in accordance with the Financial Regulations which it may
draw up and are approved by a General Meeting. |
| 39. |
An income and
expenditure account shall be prepared once every three months, not
later than the third Monday in the month following . Such account
shall be signed by the Director General and the officer in charge
of the financial matters of the Institute. |
| 40. |
(a) |
At the Annual
General Meeting in each year the Council shall lay before the meeting
a report on the operations of the Institute and an audited Income
and Expenditure Account and Balance Sheet containing a summary of
the assets and liabilities of the Institute for the period since the
preceding Report, Accounts and Balance Sheet and made up to a date
not more than six months before the Meeting or in the case of the
first Report, Accounts and Balance Sheet since the incorporation of
the Institute. |
| |
(b) |
At the Annual
General Meeting a report shall be presented by the Council as to the
sate, condition and affairs of the Institute. |
| |
(c) |
The Balance Sheet,
Accounts and Report shall be signed by the Chairman and one other
member of the Council and counter signed by the Director General. |
| |
(d) |
A printed copy
of such Accounts and Balance Sheet and Report of the Council shall
be sent to every member with the notice convening the Annual General
Meeting and a copy thereof shall be deposited at the Registered Office
of the Institute for the inspection of the members during a period
of at least fourteen days before the meeting. |
APPOINTMENT OF AUDITORS
|
| 41. |
(a) |
(i) |
The Institute shall at each
Annual General Meeting appoint Auditors to hold office until the next
Annual General Meeting and shall fix the remuneration to be paid for
their services; |
| |
|
(ii) |
The Auditors duties shall
be to audit the books of accounts of the Institute and do such other
duties as shall be assigned to them by the Council; |
| |
|
(ii) |
No member of the Council
shall be eligible for appointment as Auditors. |
| |
(b) |
The Auditor
of the Institute shall have access at all times to the books, accounts
and vouchers of the Institute and shall be entitled to enquire from
the officers of the Institute such information and explanation as
may be necessary for the performance of the duties of Auditors. |
| |
(c) |
The Auditors
shall sign a certificate at the foot of the Balance Sheet stating
whether or not all their requirements have been complied with and
shall make a report to the members on the accounts examined by them,
and on every balance sheet laid before the Institute in the Annual
General Meeting and in every such report the Auditors shall state
whether in their opinion the Balance Sheet referred to in the report
is properly drawn up so as to exhibit a true and correct view of the
state of affairs and finance of the Institute as shown by the books
of the Institute and such report shall be presented to the members
at the Annual General Meeting. |
NOTICES
|
| 42. |
A notice may
be given by the Institute to any member either personally or by post
to his registered address in Tanzania, as it appears in the Register
of Members. |
| 43. |
Any
notice, if served by post, shall be deemed to have been served on
the day following that which the letter containing the same is put
into the post, and in proving such service it shall be sufficient
to prove that the letter containing the notice was properly addressed
and posted as a prepaid post. |
WINDING UP
|
| 44. |
(a) |
The Institute
shall not be dissolved except with the consent of not less than seventy-five
per centum of its total membership present and voting at a General
Meeting for the purpose. |
| |
(b) |
Notice of any
proposal to dissolve the Institute shall be given to all members not
less than one calendar month before the date fixed for the meeting
stating briefly the reasons thereof. |
| 45. |
Clause
7 of the Memorandum of this Constitution relating to winding up of
the Institute shall have effect as if the provisions thereof were
repeated in this Article. |
| 46. |
Upon
receipt of such permission aforesaid no further action shall be taken
by the Council or any office bearer of the Institute in connection
with the aims of the Institute other than to get in and liquidate
for cash all assets of the Institute. Subject to the payment of all
the debts of the Institute the balance thereof shall be distributed
in such other manner as may be resolved by the Council at the meeting
at which the resolution for dissolution is passed. |
BYE-LAW AND REGULATIONS
|
| 47. |
The
Council may from time to time, make such bye-laws and regulations
not inconsistent with this Constitution as in the judgement of its
members may be necessary or desirable in the interests of the Institute
and particularly to give effect to the provisions of Clause 6 of the
Memorandum of Association of the Institute. |
AMENDMENTS TO THE CONSTITUTION
|
| 48. |
(i) |
A majority
of 75% of the members and voting at an Annual General Meeting shall
have power from time to time to make alterations, amendment or additions
to the Constitution not inconsistent with its main objects. |
| |
(ii) |
No such amendment
or alteration shall be made unless notice thereof has been given in
the notice convening the meeting. |
INDEMNITY
|
| 49. |
Every
Council member, Director, Secretary, Auditor, Agent and other officer
for the time being of the Institute shall be indemnified out of the
assets and liabilities of the Institute against any liability incurred
by him in defending any proceedings related to the affairs of the
Institute, whether civil or criminal, in which judgement is given
in his favour or in which he is acquitted or in connection with any
application in which relief is granted to him by Court in respect
of any inadvertent negligence, inadvertent default, innocent breach
of duty or breach of trust not involving that members dishonesty. |
DIVIDENTS
|
| 50. |
No dividend shall
be paid to any member but all profits and income of the Institute
shall be used solely for the purpose of promoting the objects of the
Institute and this is clearly stated in Clause 4 of the Memorandum
of Association. |