CONSTITUTION OF THE AUTOMOBILE ASSOCIATION OF ZIMBABWE INDEX

CONSTITUTION OF THE AUTOMOBILE ASSOCIATION OF ZIMBABWE INDEX SECTION 1. Title 2. Date of Commencement 3. Interpretation of Terms 4. Objects of Association 5. Area of Operations 6. Headquarters 7. Control and Management 8. Constitution of the Board 9. Remuneration of Directors 10. Duties and Powers of the Board 11. Meetings and Procedure of the Board 12. Director s Interests 13. Appointment, Removal and Rotation of Directors 14. Alternate Directors 15. Validity of Acts 16. Vacation of Office by Directors 17. Branches, Branch Committees, Branch Offices and Consuls 18. Meetings and Procedure of Branch Committees 19. Elections and Terms of Office of Branch Committees 20. Annual Meetings of Branches 21. Branch Committee Procedure 22. Association Meetings 23. Appointment of Auditors 24. Classes of Members 25. Qualification for Membership 26. Life Members 27. Honorary Members 28. Business Members 29. Senior Members 30. Application for Membership 1 16 th Amendment

31. Resignation of Members 32. Suspension of Membership 33. Deprival Of Membership 34. Transfer of Membership 35. Disciplinary Proceedings against Members 36. Expulsion of Members 37. Board not required to disclose reasons 38. Cancellation of Registration of Membership 39. Badge of Association 40. Patron 41. Trustees 42. President and Vice Presidents 43. Indemnity for Directors and Others 44. Application of Association s Assets 45. Managing Director 46. Dissolution or Merger of Association 47. Amendment and Interpretation of Constitution 48. Repeal and Savings 49. Passing of Resolutions by a seventy-five percentum majority 2

The Automobile Association of Zimbabwe CONSTITUTION Title 1. (1) This Constitution may be cited as the Constitution of the Automobile Association of Zimbabwe. (2) The name of the Association shall be The Automobile Association of Zimbabwe which shall be used in its operations within Zimbabwe and which when appropriate, may be abbreviated to AAZ or AA Zimbabwe. (3) Where the Association carries on its operations in any territory outside Zimbabwe the name of the Association in any such territory shall be approved by the Board and shall include the words Automobile Association. (4) The Association shall be a body corporate with rights of perpetual succession and which shall be capable of instituting or defending legal proceedings in its own name and of owning property in its own name save for immovable property which shall be held in the name of two Trustees for and on behalf of the Association. Date of Commencement 2. This Constitution shall come into force on 1 September 2001. Interpretation of Terms 3. (1) In this Constitution unless inconsistent with the context: "Branch" means one of the parts into which Zimbabwe and any other territory in which the Association carries on its operations is divided in terms of sub-section (l) of section seventeen; 3

"Branch Committee" means a committee elected in terms of section nineteen; 'Committee" means a committee appointed for whatever purpose and under whatever terms of reference deemed appropriate by the Board; "Branch office" in relation to a member, means the office of the Association at which the member is registered; "Association" means the Automobile Association of Zimbabwe; 'business member" means a business organisation which is admitted to membership in terms of section twenty-eight; Board means the Board of Directors of the Association elected in terms of section eight as read with section thirteen; "Director" means a member of the Board; "Managing Director" means the Managing Director of the Association; "honorary life member" means a person who is appointed as an honorary life member by the Board in terms of sub-section (1) of section twenty-seven; "honorary member" means a person who is appointed an honorary member by the Board in terms of sub-section (2) of section twenty-seven; "life member" means a person who was admitted to life membership in terms of section twenty-six; "member" means a member of the Association; "Notice" - Means a written communication addressed to a Director or other officer or member, as the case may be, at the address shown against his name in the register of members or in a newspaper circulating in Zimbabwe; 4

(b) In so far as Association Meetings are concerned, means publication in the Association Magazine, time permitting; (c) A Notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting, and, in case of special business, the general nature of that business shall be given to all members of the Association, and (d) Save for Branch Meetings, all Notices shall be issued by the Managing Director; ordinary member" means a person who has been admitted as a member and who has paid the prescribed entrance fee (unless specially exempted) and who pays the annual subscription as determined by the Board and includes the spouse of a member who pays a reduced subscription; regulation or rule" means a regulation or rule made by the Board. (2) The masculine gender shall include the feminine and, where relevant, a business member. (3) A member shall be deemed to be resident in a Branch for the purposes of this Constitution if he is registered as a member at a Branch office. (4) A member or an applicant for membership who is not resident in Zimbabwe shall be deemed for the purposes of this Constitution to be resident in the Branch in which he last resided but shall not be eligible for election to the Board or a Committee. Objects of Association 4. The objects of the Association shall be: (1) To provide a quality service which continuously satisfies or exceeds members' requirements one which is helpful, relevant end value-for-money. (2) To promote safe travel end to protect the interests of motorists in general and members in particular. 5

(3) To promote tourism in Zimbabwe and the region. (4) To develop reciprocal services throughout the world for the benefit of members. (5) To foster good relations with the Government, Local Authorities and other relevant nongovernment organisations in pursuance of the interests of motoring and motorists. (6) To increase the profile and influence of the Association in Zimbabwe through involvement with appropriate organisations concerned with, in particular, roads, tourism, road safety and the environment. (7) To build the capacity of the Association to effectively and efficiently serve members and facilitate travel. Area of Operations 5. (1) The Association shall carry on its operations within Zimbabwe and within such other territories as the Board may determine. (2) The Association may establish a Branch of the Association in any territory outside Zimbabwe in which the Association carries on its operations. Headquarters 6. The headquarters of the Association shall be in Harare. Control and Management 7. (1) The control and management of the Association and of its operations shall, subject to the terms of this Constitution, be vested in the Board. (2) The financial year of the Association shall be the period of twelve months ended on the 31st December in each year. Constitution of the Board 8. (1) Unless and until otherwise determined by the Association and as read with section thirteen, the Directors shall not be less than five in number and not more than eight. (2) Each Branch Committee shall nominate one member from its Branch to be a Director of the Association and another to be an Alternate Director and who shall be appointed as the 6

first Directors and alternate Directors of the Association by the outgoing Council at an Ordinary meeting of the Council. (3) A Branch Committee shall, thirty days prior to the holding of an Association Annual General Meeting, advise the Managing Director in writing of the names and addresses of its appointed Director and Alternate Director and whose appointments and tenure of office shall not be subject to the provisions of section thirteen and sub-section (1) of fourteen. (4) If a Branch Committee fails to comply with the provisions of sub-section (3), the Board may appoint a Director and an Alternate Director who are members of that Branch. (5) The Managing Director and in his absence the Deputy Managing Director shall be a Member of the Board. (6) The Board shall have the power to appoint Directors in terms of sub-section (8) of section thirteen (7) All Directors and their Alternates shall be members of the Association. Remuneration of Directors 9. (1) The remuneration of the Directors, save the Managing Director and Deputy Managing Director, shall be such a sum as shall be approved by the Association at an Annual General Meeting, and such remuneration shall be deemed to accrue from day to day. (2) The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board or any Committee appointed by the Board, other than Branch Committee meetings, or meetings of the Association or in connection with the business of the Association. (3) Any Director who devotes special attention to the business of the Association or who otherwise performs services which, in the opinion of a disinterested quorum of Directors, 7

are outside the scope of the ordinary duties of a Director may be paid such extra remuneration as a disinterested quorum of Directors may determine. Duties and Powers of the Board 10. For the purposes of promoting the objects of the Association referred to in section four and exercising the functions vested in the Board by section seven, the Directors shall (b) (c) (d) (e) (f) (g) Provide and maintain all such facilities and services for members and perform all such other acts as are provided, maintained and performed by organisations having the same objects as the Association. Establish and construct offices, workshops and other premises necessary or convenient for the purposes of the operations of the Association, and for those purposes, cause to be bought, taken on lease or exchanged, hired or otherwise acquired immovable property and interests in the rights over immovable property and concessions, grants, rights, powers and privileges in respect of immovable property. Cause to be bought, taken in exchange, hired or otherwise acquired, movable property, including motor vehicles, machinery, tools and apparatus necessary or convenient for the purposes of the operations of the Association. Maintain, alter and improve any property referred to in paragraph (b) or (c). Cause to be sold, exchanged, leased, mortgaged, pledged, disposed of, turned to account or otherwise deal with any property referred to in paragraph (b) or (c) or any part of any such property which is not required for the purposes of the operations of the Association. Enter into, renew, cancel or abandon arrangements with any person or any government or authority, local or otherwise, which may seem to the Board to be conducive to the attainment of the objects of the Association and obtain from such a person, government or authority rights, privileges and concessions which the Board may think it desirable to obtain and carry out, exercise and comply with any such arrangements, rights, privileges and concessions. Open and operate banking or building society accounts and draw, make, accept, endorse, discount, extend, execute and issue for the purposes of the operations of the Association promissory notes, bills of exchange, cheques, securities and other negotiable and transferable instruments. 8

(h) (i) (j) (k) (l) (m) (n) (o) Cause moneys to be raised, or borrowed or secure the payment of any sum temporarily or otherwise, for the purposes of the operations of the Association by such means as the Board may think desirable. Invest moneys of the Association which are not immediately required for the purposes of the operations of the Association in such manner as the Board may' think desirable and vary or realise investments so made. Donate, subscribe or guarantee moneys for any purposes which may seem to the Board to be conducive to the attainment of the objects of the Association. Engage in road safety research, provide or assist other persons in providing facilities for training, education and research in road safety, investigate problems affecting motorists and other travellers and conduct experimental work in that connection. Compile, print, publish and distribute, with or without charge, publications relating, wholly or partly, to the operations of the Association and matters of concern or interest to motorists and other travellers. Employ a Managing Director and such other persons and such agents as the Board may think desirable for the purposes of the operations of the Association. Pay to persons in the employment of the Association and its agents such remuneration and allowances and grant such leave of absence and other benefits to persons in the employment of the Association as the Board may think desirable. Provide benefits for persons in the employment of the Association on their retirement, resignation, discharge or other termination of employment or in the event of their sickness or injury and for their dependants and for that purpose effect policies of insurance, establish pension or provident funds or make such other provision as may be necessary to secure for persons in the employment of the Association and their dependants any or all of the benefits to which the provisions of this paragraph relate. (p) Make regulations or rules (i) (ii) (iii) Providing for the matters referred to in paragraphs (m), (n) and (o); Providing for the control and management of Branches, the regulation of Branches of the Association and the carrying on of the operations of the Association: and Providing for all matters which, by this Constitution, are required or permitted to be prescribed or which, in the opinion of the Board, are necessary or convenient to be prescribed for carrying out or giving effect to the provisions of this Constitution. 9

(q) (r) Cause all cheques, promissory' notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Association, to be signed, drawn, accepted, endorsed or otherwise executed. as the case may be, in such a manner as the Directors from time to time by resolution deter-nine. Exercise such powers and functions and perform such duties as are conferred or imposed upon the Board by other provisions of this Constitution and do all such other things as are incidental to the exercise of the functions of the Board and of the powers specified in this section or are conducive, directly or indirectly. to the attainment of the Objects of the Association, and in particular to pay for and provide for purposes of retail trade to members, items and goods required by motorists or travellers, and for this purpose to apply for any trading licenses necessary for such purposes. (s) Cause minutes to be made in books provided for the purpose of recording - (i) (ii) (iii) (t) (u) (v) (w) All appointments of officers made by the Directors; The names of the Directors present at each meeting of the Board and of any Committee of the Directors; and All resolutions and proceedings at all meetings of the Association, and of the Directors, and of Committees of Directors. Cause to be prepared and laid before the Association in Annual General Meeting audited or reviewed financial statements and a report on the activities of the Association during the preceding financial year. Affiliate and recognize similar Associations, subject to such terms and conditions as the Board deems fit. Determine membership of, or affiliation to, international organisations having similar objects to the Association and subject to such terms and conditions as the Board deems fit. Appoint Legal Practitioners to represent the Association. Meetings and Procedure of the Board 11. The Directors shall meet together at least four times a year for the despatch of business, adjourn and otherwise regulate their meetings as they see fit- Matters arising at any meeting shall be decided by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote except that any proposed changes to the Constitution shall be made in terms of section 47 (5). 10

(b) (c) (d) (e) (f) (g) (h) (i) (j) The Managing Director, on the requisition of the Chairman or two Directors, shall give Notice of a meeting of the Board. The quorum necessary for the transaction of business shall be sixty percentum of the Directors present in person and in respect of which an alternate shall be counted in a quorum at a meeting at which the Director appointing him or appointed by a Branch is not present. The continuing Directors or Director may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the provisions of this Constitution as the minimum number of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or if summoning an Extraordinary General Meeting of the Association, but for no other purpose. The Directors shall elect a Chairman and a Vice-Chairman to hold office for the duration of their appointment as Directors, but if no such Chairman or Vice-Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for the holding the same, the Directors present may choose one of their number, in the absence of the Vice-Chairman, to be Chairman of the meeting. The Directors may delegate any of their powers to Committees consisting of such members of the Association as they think fit; any Committee so formed shall in the exercise of the powers so delegated conform to any directions that may be imposed on it by the Directors. A Committee may elect a Chairman of its meeting; if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their member to be Chairman of the meeting. Not less than seven days Notice shall be given of a meeting of the Board. Waiver of Notice may, however, be made the unanimous agreement of the Board members present, Save as provided in sub-section (f) above, members shall not be entitled to attend meetings of the Board. A Committee, including a Branch Committee, shall not have the power to- (i) Incur any financial obligation in the name of the Association; or 11

(ii) Bind or pledge the credit of the Association in any way; or (iii) Change the name of a Branch without the approval of the Board; or (iv) Acquire any property whether movable or immovable. (k) A Committee shall submit to the Board a copy of the minutes of every meeting of the Committee. Directors' Interests 12. (1) A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Association, shall declare the nature of his interest to the Board. (2) A Director shall not vote in respect of any contract or arrangement in which he is interested, and if he shall do so, his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither of these prohibitions shall apply to (b) Any arrangement for the giving by the Association of any security to a third party in respect of a debt or obligation of the Association for which the Director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or Any contract or arrangement with any company or association in which he is interested only as an officer of that company or that association or a holder of shares or other securities; and these prohibitions may at any time be suspended or relaxed to any extent and either generally or in respect of any particular contract, arrangement or transaction, by the Directors at a meeting of the Board. (3) Any Director may act by himself for on behalf of his firm in a professional capacity for the Association, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Association. Appointment, Removal and Rotation of Directors 13. (1) At the first Annual General Meeting of the Association, all Directors appointed in terms of sub-section (7) hereof and save for those appointed by Branches, shall retire from office and at every succeeding Annual General Meeting, one third of the Directors, or, if their number is not a multiple of three, then the number nearest to being not less than onethird shall retire from office. 12

(2) The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. (3) A retiring Director shall be eligible for re-election. (4) At an Annual General Meeting a motion for the appointment of two or more persons as Directors of the Association by a single resolution shall not be made, unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it. 13

(5) The Association, at the meeting at which a Director retires in the manner aforesaid, may fill the vacated office by electing a person thereto, and in default the retiring Director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost. (6) No person other than a Director retiring at the meeting shall (unless recommended by the Directors) be eligible for election to the office of Director at any Annual General Meeting unless not less than three nor more than twenty-one days before the date appointed for the meeting there shall have been left at the headquarters of the Association notice in writing, signed by a Director duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in signed by that person of his willingness to serve in that capacity. (7) The Directors shall have the power at any time, and from time to time, to appoint a member to be a Director, either to fill a casual vacancy or as an addition to the existing Directors; Any Director so appointed shall hold office only until the next Annual General Meeting and shall then be eligible for re-election. (8) The Association may by resolution. of which Notice has been given, remove any Director appointed in trans of sub-section (7) before the expiration of his period of office notwithstanding anything in this Constitution or in any agreement between the Association and such Director; Such removal shall be without prejudice to any claim such Director may have for damages for breach of contract of service between him and the Association. (9) The Association may by resolution appoint another person in the place of a Director removed from office under the immediately preceding sub-section, and without prejudice to the powers of the Directors under sub-section (7), the Association may appoint at an Extra Ordinary General Meeting any person to be Director either to fill a casual vacancy or as on additional Director; A member appointed in place of a Director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed. (10) The provisions of section thirteen shall not apply to Directors appointed by Branch Committees. Alternate Directors 14. (1) Each Director save for a Director appointed by a Branch shall have the power to nominate a member approved for that purpose by a majority of the other Directors to act as an 14

alternate Director in his place, and at his discretion to remove such alternate Director by notice in writing to the Association; and on such appointment being made, the alternate Director shall be entitled to Notice of meetings of Directors and to act at all meetings and in all proceedings in which and on all occasions when the Director who appointed him shall not act himself. (2) An alternate Director, whilst acting in the place of the Director who appointed him, shall exercise and discharge all the duties and functions of the Director he represents. (3) The appointment of an alternate Director shall be cancelled, and the alternate Director shall cease to hold office whenever the Director who appointed him shall cease to be a Director, or shall give notice that the alternate Director representing him shall have ceased to do so, and m case of the disqualification or resignation of any alternate Director during the absence or inability to act for the Director whom he represents. the vacancy so arising shall be filled by the Chairman nominating a member to fill the same, subject to the approval of the Board. (4) No remuneration shall be payable to an Alternate Director save when discharging the duty of a Director. (5) The provisions of sub-section (l) of section fourteen shall not apply to Alternate Directors appointed by the Branch Committees. Validity of Acts 15 (1) All acts done by any meeting of the Directors or of a Committee or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a Director. (2) A Directors' resolution signed by all the Directors or their alternates present in Zimbabwe on the date of the resolution, being sufficient to constitute a quorum, shall be as valid and effectual as a resolution passed at a meeting of Directors duly called and constituted and which shall be minuted at the next Board meeting. Vacation of Office by Directors 16. A Director shall ipso facto vacate office if: (b) He is adjudged insolvent or compounds with his creditors. He is convicted anywhere of a crime or offence of which dishonesty is an element including theft, fraud, forgery or uttering a forged document, or perjury, and is sentenced 15

therefore to imprisonment without the option of a fine or to a fine of more than one thousand dollars ($1000.00). (c) (d) (e) (f) (g) (h) He is not present personally or represented by an alternate Director at Board meetings for three consecutive meetings without leave of the Board. He is certified mentally disordered or defective. He resigns his office by notice in writing to the Association. He is removed by any competent court for misconduct from any office of trust. He is removed from office by the Association by a resolution of which Notice has been given (without prejudice to any claim for damages arising from any special contract between such Director and the Association). An order is made under the laws of Zimbabwe disqualifying him as a Director. Branches, Branch Committees, Branch Offices and Consuls 17. (1) The Board may, with a seventy-five percentum majority, from time to time (b) (c) Divide Zimbabwe and any other territory in which the Association carries on its operations into Branches: Alter the boundaries of any Branch by increasing, reducing or otherwise varying the size of the Branch or by creating another Branch or by merging one Branch with another; Open and establish Branch offices and appoint Consuls subject to such terms and conditions as the Board deems fit and who shall be sent Notice of all Association Meetings. (2) On the establishment of a Branch the Board shall give a name to that Branch. (3) In each Branch there shall be a committee of four or such greater number of members, not exceeding eight members, resident in the Branch which shall, subject to the provisions of this section and of the regulations and rules, exercise such duties within the Branch as are assigned to it by this section or are delegated to it by the Board; subject to the provisions of this sub-section the number of members comprising a Branch Committee shall be decided by the Branch Committee concerned. (4) On the establishment a Branch the Board shall Give a name to the Branch; and 16

(b) Appoint an interim Branch Committee which shall hold office until immediately before elections to the Branch Committee are held at the first annual meeting of the Branch. (5) A Branch Committee may (b) (c) Decide such questions as are within its competence and make known matters of motoring policy of special interest or concern to motorists in the Branch; and Make representations regarding questions and matters referred to in paragraph to the appropriate authorities exercising local jurisdiction within the Branch: and Make representations to the Board regarding anything which, in the opinion of the Branch Committee, is necessary for or conducive to the attainment of the Objects of the Association; and Subject to the provisions of sub-section (3) of section eight appoint a Director and an Alternate to the Board. (6) Representations referred to in paragraph (c) of sub-section (5) may be made to the Board by a member of a Branch Committee appointed by the Branch Committee for the purpose who (b) May attend any meeting of the Board held for the purpose of considering the representations ; May speak only to the matter with respect to which the representations are made ; and (c) Shall not vote at any meeting referred to in paragraph unless he is a Director. (7) A Branch Committee shall, after the conclusion of any meeting, immediately submit to the Board a copy of the minutes of that meeting of the Branch Committee. Meetings and Proceedings of Branch Committees 18. (1) A Branch Committee shall, subject to the provisions of this section, hold its meetings and conduct its proceedings in accordance with the provisions of section twenty-one. (2) Not less than seven days Notice shall be given of a meeting of a Branch Committee. (3) Members, in the absence of an invitation, shall not be permitted to attend a meeting of a Branch Committee, but a Consul, to whom Notice of all Meetings shall be sent, shall have the right to attend every Branch Committee meeting but shall have no voting rights. 17

(4) The Branch Manager shall convene a meeting of the Branch Committee or on the requisition of the Chairman of the Branch Committee or on the requisition of not less than three members of the Branch Committee. (5) The quorum at a meeting of a Branch Committee shall be half of the total number of members of the Branch Committee. Election and terms of Office of Members of Branch Committees 19. (1) At the annual meeting of a Branch convened after the date of commencement of this Constitution the members present shall elect all the members of the Branch Committee and at subsequent annual meetings a sufficient number to fill the vacancies occasioned by the retirement of members of the Branch Committee in terms of sub-section (5). (2) Nominations for election to a Branch Committee which shall be proposed and seconded in writing and accompanied by consent in writing of the person nominated shall be lodged with the Branch Manager not less than seven days before the annual meeting of the Branch. (3) If the number of persons nominated for election to a Branch Committee is less than the number of vacancies, the Branch Committee may, subject to the provisions of subsection (8), appoint a person to hold office as a member of that Branch Committee. (4) If the number of persons nominated for election to a Branch Committee is the same as or is a lesser number than the number of vacancies to be filled, the persons nominated shall be declared at the annual meeting of that Branch at which elections would otherwise have been held and shall, without election become members of the Branch Committee. (5) A member of a Branch Committee shall hold office from the time of his election until the opening of the third annual meeting next following his election or appointment: provided that of the members first elected or appointed to a Branch Committee established after the date of commencement of this Constitution (b) One-third or the number nearest one-third, who shall be determined by lot, shall retire on the opening of the annual meeting next their election or appointment and One-third or the number nearest one-third, who shall be determined by lot, shall retire on the opening of the following annual meeting next following their election or appointment. (6) A member of a Branch Committee who retires shall be eligible for re-election or reappointment. 18

(7) Upon the death of a member of a Branch Committee or vacation of office by a member of a Branch Committee otherwise than by reason of his retirement the Branch Committee may appoint a person to fill the vacancy until the elapse of the period during which the member would but for his death or vacation of office, have continued in office. (8) No person shall be qualified to be elected or appointed to a Branch Committee unless he is a member resident in the Branch. (9) A member of a Branch Committee who fails to attend three consecutive meetings of that Committee without good reason or without having previously obtained leave of absence shall forthwith cease to be a member of that Committee. (10) No remuneration, nor expenses incurred shall be paid to a member of a Branch Committee, including a Director, for service rendered to a branch Committee without good reason. Annual meetings of Branches 20. (1) A Branch Committee shall call an annual meeting of the members resident in the Branch on such day during the month of March in every year as the Board may determine after consultation with the Branch Committee. (2) Members resident in a Branch shall be entitled to attend and representatives of the news media, if invited to do so by the Chairman of the Branch Committee, may attend an annual meeting of that Branch during the pleasure of the Branch Committee. (3) Members attending an annual meeting of a Branch as provided in sub-section (1) may speak to a question proposed from the Chair or to the speech of the President or the Chairman, as the case may be, but only members of that Branch Committee may vote on any question proposed from the Chair. (4) Not less than fourteen days Notice shall be given of an annual meeting of a Branch. (5) The quorum at an annual meeting shall be, in addition to the Committee Members of the Branch Committee, six members resident in the Branch and if a quorum is not present within fifteen minutes of the time appointed for the meeting the meeting shall stand adjourned for seven days to the same time and at the same venue and if, at the adjourned meeting a quorum is not present, the Members present and having the right to vote shall be a quorum. (6) A resolution passed at an annual meeting shall be placed before the Branch Committee, for its consideration at its meeting next following the passing of the resolution. 19

(7) A report on the activities of a Branch Committee during the preceding Association financial year shall be made for consideration at an annual meeting. 20

21 Branch Committee Procedure 21. (1) Subject to the provisions of this Constitution and of the regulations and rules of the Board, a Branch Committee, shall meet together for the despatch of business and adjourn, close and otherwise regulate its meetings as it thinks fit. (2) At its first meeting after its election or appointment as the case may be, a Branch Committee, shall, before it proceeds to the despatch of any other business, elect a Chairman and Vice-Chairman to preside at its meetings. (3) At its first meeting after the death of or vacation of office by a Chairman or Vice- Chairman, the Branch Committee, shall elect a person to be its Chairman or Vice Chairman, as the case may be. (4) If the Chairman of the Branch Committee, is prevented by illness, absence or other cause from exercising his functions, the Vice-Chairman shall exercise the powers and fulfill the duties of the Chairman. (5) If at a meeting of the Branch Committee, the Chairman and Vice Chairman are absent the members present may elect one of their number to preside as Chairman at the meeting. (6) Subject to the provisions of this Constitution, all acts, matters or things authorised or required to be done by the Branch Committee, may be decided by a majority vote at a meeting at which a quorum is present. (7) At all meetings of the Branch Committee each member present shall have one vote on any question before it and, in the event of an equality of votes, the Chairman shall have a casting vote. (8) No decision or act of the Branch Committee, or act done under its authority shall be invalid by reason only of the fact that (b) The Branch Committee consisted of fewer persons than the number fixed in terms of this Constitution; or A disqualified person acted as a member at the time the decision was taken or the act was done or authorised: If the decision was taken or the act was done or authorised by a majority vote of the persons who at the time were entitled to act as members as the case may be. 21

22 (9) Votes at all meetings of the Branch Committee, shall be taken, by a show of hands unless a ballot is demanded by not less than one-fourth of the members present. (10) Members shall vote at all meetings in person. (11) Not less than seven days notice shall be given of any meeting. (12) If a quorum is not present within fifteen minutes of the time appointed for a meeting the meeting shall stand adjourned and the Chairman shall convene a meeting for a later t:me in the day or for a time on a future day and if at the adjourned meeting a quorum is not present, the members present and having the right to vote shall be a quorum. (13) Unless the Chairman or other person presiding otherwise decides, no matter shall be discussed which did not appear on the agenda for that meeting. Association Meetings (22) The Association shall hold an Annual General Meeting every year within six months of the end of the preceding financial year end of the Association but after the holding of every Branch Annual Meeting at a venue and time directed by the Board. (b) (c) (d) All Association meetings other than an Annual General Meeting shall be called an Extraordinary General Meeting. Directors may, whenever they think fit, convene an Extraordinary General Meeting of the Association, or such a meeting, may be convened by fifty members of the Association to be held in a city or town which has a Branch Office. At least twenty-one days Notice shall be given of any meeting of the Association. The accidental omission to give Notice of a meeting to, or tae non-receipt of a Notice of a meeting by any person entitled to receive Notice shall not invalidate the proceedings at that meeting. (e) No business shall be transacted at any Association meeting unless a quorum of members is present at the time when the meeting proceeds to business; A quorum shall be a minimum of ten members present in person or by proxy and having the right to attend and vote save for a meeting convened by members, in which event a quorum shall be fifty members. (f) If within half an hour from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of members having the right to vote, shall be 22

23 dissolved; in any other case it shall stand adjourned for five minutes and if at the adjourned meeting a quorum is not present, the members present in person or by proxy and having the right to vote shall be a quorum. (g) (h) (i) The Chairman or failing him the Vice-Chairman of the Board shall preside as Chairman at every meeting of the Association, or if there is no such Chairman or Vice-Chairman, or if they shall not be present within fifteen minutes after the time appointed for the holding of the meeting or are unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for the holding of the meeting, the rnembers present and having the right to vote shall choose one of their number to be Chairman of the meeting. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from tii7-3 to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place; (i) (ii) When a meeting is adjourned for thirty days or more, Notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any Notice of an adjournment or of the business to be transacted at an adjourned meeting. (j) (k) (l) (m) At any Association meeting a resolution put to the vote shall be decided on a show of hands or a ballot a ballot shall be held if a majority of the members in attendance at the meeting so resolve. In the case of an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote. Votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of a member, or, if the appointor is a business member, either under seal, or under the hand of an officer or agent duly authorised; (i) A proxy must be a member of the Association. (n) 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 that power or authority shall be 23

24 deposited at the head office of the Association or in any other place within Zimbabwe as is specified for that purpose in the Notice convening the meeting, not less than forty eight hours before the time of the holding of the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall be treated as invalid. Appointment of Auditors 23. The Association shall appoint at each Annual General Meeting an auditor or auditors to audit or review the financial statements of the Association and who shall be sent Notice of all Association Meetings. Classes of Members The Association shall consist of members of the following classes a) ordinary members; (b) (c) (d) (e) (f) (g) life members; honorary life members; honorary members; business members; senior members; and such other class or classes of members as the Board may think desirable. Qualifications for Membership 25. (1) The Board shall, subject to the provisions of this Constitution, prescribe the qualifications for and the conditions of each of the different classes of membership referred to in section twentyfour, the methods of admittance, appointment or election thereto and the fees and subscriptions, if any, payable. (2) In pursuance of the provisions of sub-section (1) the Board may delegate to a Committee or such agents of the Association or persons in the employment of the Association as the Board may think desirable the power to admit a person as a member of any of the classes referred to in paragraphs and (f) of section twenty four. (3) The Board, Committee, agent or person in the employment of the Association referred to in sub-section (2) may refuse membership to any person without assigning any reason for the refusal. 24

25 Life Members 26. (1) Life members shall be those members who were admitted as life members before the 1st December 1957 on payment of a fee. (2) A life member shall have the same rights and privileges as an ordinary member. Honorary Members 27. (1) The Board may appoint honorary life members who shall have the same rights and privileges as an ordinary member. (2) Board may appoint honorary members on such terms and conditions and for such periods as it may fix. Unless the Board otherwise directs, an honorary member shall not have the right to vote or be elected to the Board or any Committee or sub Committee. (3) In its absolute discretion the Board may, without giving any reasons, expel an honorary life member or an honorary member. Business Members 28. The Board may admit as a business member a business organisation which operates two or more light vehicles of up to one tonne capacity which are driven by its staff and are registered in the name of that business organisation or are assets of that business organisation. Members of the staff of a business organisation which has been granted business membership shall not have the right to vote or be elected to the Board or any Committee. Senior Members 29. The Board may admit members as Senior members of the Association at a reduced fee subject to the following qualifying conditions: ( l ) Age sixty-five years; (2) Ten years continuous membership of the Automobile Association of Zimbabwe; (3) Membership fee to be fifty percentum of the ordinal)' membership subscription: (4) Full membership and voting rights to be available: (5) Only available on application; and, (6) Not available to the spouse of an ordinary member. 25

26 Application for Membership (l ) A person who wishes to apply for membership of the Association shall apply to the Branch office of the Branch in which he is resident or to an agent of the Association or person in the employment of the Association who has been authorised to admit persons as members in terms of sub-section (2) of section twenty-five. (2) A person whose application for membership is accepted shall: (b) Be registered as a member at the Branch office of the Branch in which he is resident; and Pay his first subscription and entrance fee, if any, as soon as he is notified of the acceptance of his application. (3) A member shall, subject to the provisions of section thirty-two, pay subsequent subscriptions for each year which fall due on the first day following the month in which such member was admitted as a member and shall be payable in such manner as the Board may from time to time provide. (4) A member shall, unless the Board otherwise determines, pay all subscriptions and fees due by him at a Branch office or to an agent of the Association. (5) A member who changes his residence from one Branch to another shall, if he applies to the Branch office in the Branch in which he becomes resident, be registered as a member of that Branch. (6) The rights or privileges of membership shall not be available to a member who is in default in the payment of his subscriptions or in the payment of any other monies due by him to the Association. (7) The Board may Exempt from payment of an entrance fee a member in good standing of a recognised organisation who applies to become a member within twelve months after changing his domicile; and (b) Alter the amount of the subscription payable by any particular member or class of member. Resignation of Members 31. A member may resign his membership at any time. Suspension of Membership 26

27 32. (1) On the application of a member who proposes to absent himself for a period of more than twelve months from Zimbabwe and any other territory in which the Association carries on its operations the Managing Director or the appropriate Branch Manager may suspend the membership of the member for the period of his proposed absence. (2) The rights and privileges of membership shall not be available to a member whose membership has been suspended during the period of the suspension of his membership. (3) An amount which bears the same proportion to the amount of the subscription paid by a member whose membership has been suspended as the period of his absence during the twelve months in respect of which the subscription was paid bears to twelve months shall be deducted from the subscription next payable by the member after his return. Deprival of Membership 33. The Board may deprive a member of his membership if, after the member has been given not less than one month's notice that his subscription is due, the member fails to pay his subscription within the period fixed in the notice. Transfer of Membership 34. If application is made to a Branch office membership may be transferred from a spouse who dies to the surviving spouse, provided that application for transfer of membership shall be made before (b) The last day of the period of six months beginning on the date of the death of the deceased spouse; or The day on which the subscription of the deceased spouse was next due to be paid; whichever is the later day. Disciplinary Proceedings against Members 35. (1) If, after affording him an opportunity of being heard at a meeting of the Board of which he has been given not less than ten days' Notice, the Board resolves that a member (b) Has contravened a provision of this Constitution or of the regulations or rules; or Is guilty of conduct unbecoming to a member or prejudicial to the interests or reputation of the Association; the Board may, subject to the provisions of this section, require the member to resign his membership 27

28 (2) A Notice referred to in sub-section (l) shall set forth the causes of the proposed resolution and its terms. (3) The Board shall not require a member to resign his membership in terms of sub-section (1) unless the Board so resolves by a majority of not less than two-thirds of the total membership of the Board voting by ballot. Expulsion of Members 36. (l) If, within fourteen days after he has been given Notice of a resolution of the Board requiring him to resign his membership, a member has not resigned his membership, the Board may, subject to the provisions of sub-section (2), expel the member from the Association. (2) The Board shall not expel a member in terms of sub-section (1) unless the Board so resolves by a majority of not less than two-thirds of the total membership of the Board voting by ballot. Board not required to disclose reasons 37. The Board shall not be required to give reasons for any decision made in terms of section thirtyfive, thirty-six or sub-section (5) of section forty-one. Cancellation of Registration of Membership (1) On the resignation, deprivation of membership or expulsion of a member his name shall be removed from the register. (2) The resignation, deprivation of membership or expulsion of a member shall not prejudice the right of the Association to recover any arrear subscription or other moneys due by him to the Association. Badge of Association (1) The Association shall have a badge of a design approved by the Board. (2) The Board may from time to time alter the design of the badge of the Association. (3) The Board may authorise the issue to members for display by members on their motor vehicles a replica of the badge of the Association without charge or on payment of such fee as the Board may determine having regard to the cost of manufacture of the replica. Patron 40. (1) The Board may elect a Patron and whose appointment shall be honorary and who shall, subject to the provisions of this section 28