|
The
Constitution of the
Arusha Node Marie Internet Society
December
2002
Index
(Click
the underlined items below to
go to item)
1.
NAME
2. OBJECTIVES
3. PATRON
4. MEMBERSHIP
5. MANAGEMENT
STEERING COMMITTEE
6. SYSTEM
OPERATION
7. MEETINGS
8. LANGUAGE
9. FINANCES
10. LEGAL MATTERS
11. AMENDMENT OF CONSTITUTION
12. DISSOLUTION
13. AFFILIATION
Abbreviations
| AGM |
Annual
General Meeting |
| ANM |
Arusha
Node Marie |
| EGM |
Extraordinary
General Meeting |
| ISP |
Internet
Service Provider |
| MSC |
Management
Steering Commmittee |
| NGO |
Non-Governmental
Organization |
1.
NAME 
The
name of the Society shall be Arusha Node Marie, hereinafter referred
to as "ANM."
2.
OBJECTIVES
The
objectives of ANM shall be:
2.1.
To provide internet services within Tanzania on a non-profit basis.
2.2.
To promote electronic information sharing and networking within
Tanzania
2.3.
To link local organisations and individuals internationally through
electronic communications.
2.4. To build membership awareness of and provide support for
Internet services by providing to members:
- educational
bulletins and seminars
- E-mail
access, including initial systems and basic training
- Internet
browsing
- support
services when ANM systems are changed or upgraded
2.5. To provide free access to the Internet in qualifying educational
institutions in order to encourage an interest in, access to and
familiarity with modern information technologies, as represented
by the Internet, to potential future managers and decision makers
in Tanzanian businesses and institutions
2.6.
To maintain quality Internet access and services through research
and utilisation of new technologies and methodologies
3. PATRON
The
name of the patron of ANM, if any, shall be proposed by the Management
Steering Committee and ratified by the Annual General Meeting (AGM).
4.
MEMBERSHIP
4.1
Becoming a member.
Anyone may become a Full Member of ANM by:
- completing
the application form,
- paying
the registration fee,
- signing
a Member's Contract, and
- subscribing
to one of the services offered by ANM.
Other
categories of membership are described below.
Membership
applications need to be approved by a member of the Management Steering
Committee.
4.2.
Categories of members
There
shall be three categories of members
4.2.1
Full Membership as defined above.
4.2.2
Philanthropic Membership, which is a non-voting membership
sponsored by the philanthropic activities of ANM.
4.2.3
Honorary Membership, awarded to an individual in recognition
of long-term outstanding contributions to ANM and the community.
Such membership may later be rescinded by the AGM after a recommendation
from the MSC.
4.3.
Rules and Regulations for membership
4.3.1.
Membership Contract. Full Members shall be subject to the
rules and regulations of the Member's Contract.
4.3.2.
General Meetings. Full Members shall have voice and one
vote at general meetings. Honorary Members and Philanthropic Members
have voice and no vote.
4.3.3. Illegal Activities. Members are not to use the services
of ANM to engage in illegal activities.
4.3.4.
Access to non-members. Members are not allowed to provide
non-members with permanent links or access to the internet.
4.3.5.
Designated Representatives. Full Members which are organizations
shall appoint Designated Representatives for the purpose of attending
meetings and voting. Voting proxy may be given to another person
in the organization with permission of the Designated Representative.
4.4.
Withdrawal and termination of membership
4.4.1.
Withdrawal from membership. Any member wishing to withdraw
from membership may do so upon notice in writing to the ANM office.
Membership fees will neither be refunded in whole or in part,
nor carried forward.
4.4.2
Termination of membership. Membership may be forfeited
for
- Non-payment
of monthly subscription fee and/or other membership user fees.
Members may be suspended if they fail to pay any fee
within the period specified in the Membership Agreement.
Membership may be terminated one month after disconnection
if these fees are not paid.
Former members will remain liable for any outstanding charges
payable to ANM. They may reapply for membership at any time.
- Abuse
of the Internet.
- Abuse
of ANM regulations.
4.5.
Notification of loss of membership
Membership can be cancelled by the Management Steering Committee
by giving written notice at least 30 days in advance.
5.
MANAGEMENT STEERING COMMITTEE
ANM
shall have a Management Steering Committee (MSC) which shall oversee
all ANM administrative and technical affairs.
5.1.
MSC Members.
The MSC shall be composed of not more than 8 and not less than 6
Full Members elected by majority vote during the AGM. When necessary
the MSC may co-opt additional members (non-voting). The next AGM
shall ratify or reject co-opted members. Members to be elected to
serve in the committee must be willing to work voluntarily.
5.2
Indemnification.
Members
of the MSC shall be indemnified out of the assets of the society
against all costs, charges, expenses, losses and liabilities incurred
due to carrying out responsibilities of office unless there is willful
neglect, conflict of interest, fraud, breach of trust and/or other
misdeeds against the interests of the society.
5.3.
Officers of the MSC
Members of the Management Steering Committee shall nominate from
among its members the following officers during their first meeting
after each AGM,
(i) The Chairperson
(ii) The Vice Chairperson
(iii) The Secretary
(iv) The Treasurer
5.4. Term of Office of the MSC
The Management Steering Committee members shall serve in office
for a period of two years after which the AGM shall elect a new
Management Steering Committee. Terms should be staggered so as to
provide continuity.
5.5.
Absence of members of the MSC
Committee members who have been absent for two consecutive Management
Steering Committee meetings without notice may lose their seat on
the committee.
5.6.
Resignation or Departure of MSC Members
In
the case of resignations or removals, the Management Steering Committee
may recruit and appoint other members of ANM as replacements. Members
will be informed of such appointments which will be ratified or
rejected at the next AGM.
6.
SYSTEM OPERATION
6.1.
Management Firm. ANM shall appoint and contract a reputable
management firm which will provide staff to manage, develop and
promote ANM's system and prepare financial documents.
6.2. Accountability. The Management Firm is answerable to
the Management Steering Committee. A representative of the Management
Firm shall attend all MSC meetings and provide an annual report.
All documents dealing with the management of the node are the property
of the node.
6.3.
Administrator. The MSC may appoint
an Administrator who shall perform assignments as determined by
the MSC.
7.
MEETINGS
Meetings
of ANM
shall include the Annual General Meeting (AGM), Extraordinary General
Meetings (EGM), and Management Steering Committee (MSC) meetings
as follows:
7.1.
Annual General Meeting.
An Annual General Meeting (AGM) shall be held each year.
7.1.1
Venue and announcements. The AGM shall be convened at a date,
time and venue to be decided by the Management Steering Committee
(MSC). One month before the AGM, the MSC shall announce to all
Members
- the
date, time and venue
- the
proposed agenda
- a
request for MSC nominees
One
week before the AGM, the MSC shall announce to all Members
- the
date, time and venue
- the
agenda
- the
slate of nominees for MSC
If
there are sufficient nominees, nominations will not be accepted
from the floor.
7.1.2.
Duties. The AGM shall do the following:
7.1.2.1.
Adopt the agenda prepared by the Management Steering Committee.
7.1.2.2. Confirm minutes of the previous AGM and any Extraordinary
General Meetings.
7.1.2.3.
Receive and consider matters arising from such minutes
7.1.2.4. Receive and consider the Chairperson's report.
7.1.2.5. Receive and consider the Treasurer's report.
7.1.2.6. Approve the appointment of an auditing body or person.
7.1.2.7. Approve the appointment of a legal consultant.
7.1.2.8. Conduct elections for new committee members following
the requirements of 5.1, above.
7.1.2.9. Discuss Any Other Business (AOB)
7.2.
Extraordinary General Meetings (EGM).
7.2.1.
Calling. An Extraordinary General Meeting (EGM) may be called
by either the Management Steering Committee (MSC) or by petition
of 10% of the membership.
7.2.2.
Announcement. All members shall be given 2 weeks notice by
e-mail of any EGM. This notice shall include
-
the reason for the meeting,
- the
location of the meeting
- the
time and date of the meeting,
- the
calling agency (whether MSC or membership)
7.2.3.
Agenda. The agenda of the EGM shall be only those items announced
in the notice. No other business may be acted upon.
7.2.4.
Rules and Quorum. The EGM shall be goverened by the same rules
and quorum as an AGM (see 7.4).
7.3.
Management Steering Committee (MSC) Meetings
There shall be at least four MSC meetings per year. These meetings
shall:
7.3.1.
Seek ways of improving ANM's service to its members;
7.3.2.
Set ANM policy;
7.3.3.
Instruct the Management Firm and oversee its activities;
7.3.4.
Undertake financial planning and monitoring;
7.3.5.
Prepare the agenda and financial reports for the AGM.
7.4.
Quorum
7.4.1. Quorum
for the AGM, and for any EGM, shall be 12.5% of all members
7.4.2. Quorum
for the Management Steering Committee (MSC) meetings shall be
one half of the MSC members
8.
LANGUAGE
The
official language for ANM meetings shall be English, but Swahili
may also be used.
9.
FINANCES
Funds
shall be obtained and managed in the following ways:
9.1.
Funding. ANM shall get funds from the following sources:
9.1.1.
A joining fee for each member.
9.1.2. Monthly membership subscription fee. This fee shall be
determined by the Management Steering Committee (MSC).
9.1.3. Charges for other services of the node as may be decided
from time to time by the MSC.
9.1.4.
Solicited funds, donations, gifts and grants from any source,
provided that the offer does not in any way involve or lead to
a conflict of interest, or harm the reputation of ANM.
9.2.
Bank:
9.2.1.
ANM shall operate bank accounts.
9.2.2
Signatories: ANM funds shall be withdrawn against any two of four
designated signatories. The Chairman and the Treasurer shall always
be included among the four signatories. The two other signatories
shall be chosen by the Steering Committee.
9.3.
Auditing:
ANM accounts shall be audited annually by an auditing body or person
approved by the AGM.
10.
LEGAL MATTERS
ANM
shall operate as a Society in accordance with the existing laws
of Tanzania. ANM shall have the right to sue and may be sued. The
Management Steering Committee (MSC) shall contract a reputable legal
firm to advise on legal matters when necessary. (See Section 5.2,
above, concerning Indemnification of MSC members.)
11.
AMENDMENT OF CONSTITUTION
The
ANM Constitution may be reviewed by ANM members at any time, and
may be amended by a 75% vote at an AGM or EGM.
12.
DISSOLUTION
ANM
shall be dissolved only if a proposal to do so is approved by a
majority of all ANM members.
13.
AFFILIATION
ANM
may affiliate with other ISPs or bodies. The
affiliation shall be approved by the Management Steering Committee
and ratified by the AGM.
|
