First Schedule (Sections 3(3) and 7(3))

Part I: Administration of Association

1. Seal of Association

1. The seal of the Association shall be such device as may be determined by the Council and shall be kept by the National Secretary.
2. The affixing of the seal shall be authenticated by the President or the Vice-President and the National Secretary, or any other person authorised in that behalf by a resolution of the Board.
3. A contract or instrument which, if entered into or executed by a person not being a body corporate, would not require to be under seal may be entered into or executed without seal on behalf of the Association by the National Secretary or any other person generally or specifically authorised in that behalf by the Association.
4. Any document purporting to be under the seal of the Association or issued on behalf of the Association shall be received in evidence and shall be deemed to be so executed or issued, as the case may be, without further proof, unless the contrary is proved.

2. Proceedings of Council

1. Subject to the other provisions of this Act, the Council may regulate its own procedure.
2. The Council shall meet for the transaction of business at least once in every three months at such places and times as the Council may determine.
3. Upon giving notice of not less than fourteen days, a meeting of the Council may be called by the President and shall be called if not less than one third of the members so request in writing.
4. The President may, if the urgency of a particular matter does not permit the giving of notice, call a special meeting upon giving a shorter notice.
5. Half of the members of the Council shall form a quorum.
6. There shall preside at a meeting of the Council—
   1. the President;
   2. in the absence of the President, the Vice-President; or
   3. in the absence of the President and the Vice-President, a member of the Council as the members present may elect from amongst themselves for the purpose of that meeting.
7. A decision of the Council on any question shall be by a majority of the members present and voting at the meeting and, in the event of an equality of votes, the person presiding at the meeting shall have, in addition to a deliberative vote, a casting vote.
8. Where a member is for any reason unable to attend a meeting of the Council, the member may, in writing, nominate another person from the same organisation to attend the meeting in that member’s stead and such person shall be deemed to be a member for the purpose of that meeting.
9. The Council may invite any person whose presence, in its opinion, is desirable to attend and participate in the deliberations of a meeting of the Council, but that person shall have no vote.
10. The validity of any proceeding, act or decision of the Council shall not be affected by any vacancy in the membership of the Council or any defect in the appointment of any member or by reason that any person not entitled to do so, took part in the proceedings.
11. The Council shall cause minutes to be kept of the proceedings of every meeting of the Council and any committee established by the Council.

3. Committees

1. The Council may, for the purpose of performing its Committees functions under this Act, constitute a committee and delegate to the committee such functions of the Council as it considers necessary.
2. The Council may appoint as members of a committee constituted under subparagraph (1), persons who are, or are not, members of the Council and such persons shall hold office for such period as the Council may determine.
3. Subject to any specific or general direction of the Council, any committee constituted under this paragraph may regulate its own procedure.

4. Allowances

A member of the Council, or any committee thereof, shall be paid such allowances as the Council may determine.

5. Disclosure of interest

1. If any person is present at a meeting of the Council, or a committee of the Council, at which any matter, in which that person or any member of the person’s immediate family is directly or indirectly interested in a private capacity, is the subject of consideration, that person shall, as soon as practicable after the commencement of the meeting, disclose that interest and shall not, unless the Council or the committee otherwise directs, take part in any consideration or discussion of, or vote on any question relating to that matter.
2. A disclosure of interest made under this paragraph shall be recorded in the minutes of the meeting at which the disclosure is made.

6. Prohibition of publication of, or disclosure of information to unauthorised persons

1. A person shall not, without the consent in writing given by or on behalf of the Council, publish or disclose to any unauthorised person, otherwise than in the course of that person’s duties, the contents of any document, communication or information whatsoever, which relates to, and which has come to that person’s knowledge in the course of that person’s duties under this Act.
2. A person who contravenes subparagraph (1) commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or to both.
3. A person who, having information which to the knowledge of that person has been published or disclosed in contravention of subparagraph (1), unlawfully publishes or communicates the information to any other person, commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a period not exceeding two years, or to both.

7. Immunity of member and staff

An action or other proceeding shall not lie or be continued against a member of the Council or a committee of the Council, or a member of staff of the Council, for or in respect of any act or thing done or omitted to be done in good faith in the exercise or performance, or purported exercise or performance, of any of the powers, functions or duties conferred under this Act.

Part II: Financial Provisions

8. Funds of Association

1. The funds of the Association shall consist of such monies as may—
   1. be paid to the Association by way of fees, grants or donations; and
   2. otherwise vest in or accrue to the Association.
2. The Association may—
   1. accept monies by way of grants or donations from any source in Zambia and, subject to the approval of the Minister, from any source outside Zambia;
   2. raise by way of loans or otherwise, such monies as it may require for the discharge of its functions; and
   3. charge and collect fees in respect of programmes, workshops and seminars conducted by the Association.
3. There shall be paid from the funds of the Association—
   1. the salaries, allowances and loans of the staff of the Association;
   2. such reasonable travelling and other allowances for Members of the Council or any committee when engaged on the business of the Association at such rates as the Council may, with the approval of the Minister, determine; and
   3. any other expenses incurred by the Association in the performance of its functions.

9. Investment of funds

The Association may invest in such manner as it considers necessary any of its funds which it does not immediately require for the performance of its functions.

10. Financial year

The financial year of the Association shall be a period of twelve months ending on 31st December in each year.

11. Accounts

1. The Association shall cause to be kept proper books of account and other records relating to its accounts.
2. The accounts of the Association shall be audited annually by independent auditors appointed by the Council.
3. The fees of the auditors shall be paid by the Association.

12. Annual report

1. As soon as is practicable, but not later than three months after the financial year, the Council shall submit to the Minister a report concerning the activities of the Association during such financial year.
2. The report referred to in subparagraph (1) shall include information on the financial affairs of the Association and there shall be appended thereto—
   1. an audited balance sheet;
   2. an audited statement of income and expenditure; and
   3. such other information regarding activities undertaken during the year, as the Minister may require.
3. The Minister shall, not later than thirty days after the first sitting of the National Assembly next after the receipt of the report referred to in subparagraph (1), lay it before the National Assembly.