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CONSTITUTION OF THE ZIMBABWE ADVERTISING RESEARCH FOUNDATION
CONSTITUTION OF THE ZIMBABWE ADVERTISING RESEARCH FOUNDATION
THE
CONSTITUTION OF THE ZIMBABWE ADVERTISING RESEARCH FOUNDATION
- NAME
The name of the Foundation shall be the Zimbabwe Advertising Research Foundation.
- STATUS
The Foundation shall be a body corporate and shall continue in existence notwithstanding change in its membership. Property accrued or held by the association shall be held as a corporate body distinct from property held by its members. The corporate body shall be a distinct legal persona capable of suing and being sued in its own name.
- MAIN OBJECTS
The main object of the Foundation shall be to promote, sponsor, arrange, authorise, commission, manage, control or cause to be arranged, organised, conducted, authorised or commissioned, the obtaining of all kinds of advertising research, media audience research, surveys, investigations and reports. Likewise to do all things and carry on any activities related or associated with the above objects with power to act through it’s duly authorised agents, employees and contractors and other interested parties and to employ companies, firms and persons for such purposes and generally to do all things necessary and incidental in order to give effect to the above.
- ANCILLARY OBJECTS
The following are ancillary objects of the Foundation:
4.1To promote and maintain or cause to be promote and maintained, coordination, co-corporation, joint reciprocal assistance between all branches, members, participants and sectors of the advertising industry with particular reference to all aspects of advertising research.
4.2To foster research and scientific practices in advertising and marketing, and supervise and conduct studies of advertising media, to make general consultation facilities available through co-operation and co-ordination between members, to review and appraise all aspects of media research and media audience research and distribute appropriate analyses and factual results amongst members and other interested persons.
4.3 To finance the operations of the Foundation by obtaining levies, donations, loans, contributions and subscriptions from members and others, and also by making special arrangements between members for the purpose of producing income for the Foundation.
4.4To act as the trustee and manager of the funds provided by members for the financing of research projects, especially those of advertising research.
4.5To develop an organisation for advertising research providing the maximum service to the advertising industry generally, including media owners, practitioners in advertising and marketers.
4.6As far as possible, to act as a co-ordinator of and recognised authority on national advertising research projects, to ensure that all such research information shall be objective and scientifically accumulated; to rationalise expenditure or research and to ensure that research projects decided on shall be relevant to the needs of media owners, practitioners in advertising and marketers.
4.7To establish comprehensive, valid, reliable, continuous media audience and product usage surveys to provide comparable multi-media and multi-product information reports on research and advertising and media.
4.8To advise on all aspects of advertising research.
4.9To investigate any research techniques whether in practice or proposed and to establish the degree of validity of the results obtained thereby, to seek improved methods in advertising and media research, to sponsor critical studies of technical standards and methodology in advertising research.
4.10In the interests of it’s members and generally, to act as liaison between the advertising and media industries, and universities and official bodies and colleges involved in any form of education or research related to advertising research.
4.11To arrange seminars and courses directly or indirectly sponsored by the Foundation on any or all aspects of advertising, media and market research.
4.12To procure and store data on ad hoc research which will be at the disposal of its members.
4.13To widen the knowledge and understanding of media planning generally.
4.14To promote, safeguard and secure the common interests of members pertaining to advertising research and taking common action and instituting protective, corrective and disciplinary measures, and to keep watch over, encourage, promote and protect the interests of members.
4.15To act as a mouthpiece of advertising research in particular.
4.16To promote and maintain fair, reasonable, honourable and proper standards and conditions of advertising and media audience research and to investigate, take action against and discourage any and all improper, illegal, misleading, incorrect and fraudulent methods of such research.
4.17To establish, maintain and augment a library consisting of books and publications containing information concerning audience research in particular and to encourage and promote educational facilities for those engaged in marketing and audience research.
4.18To do all such other acts, including the publication of books, memoranda, journals, magazines, circulars and any documents as the Foundation may consider expedient to promote the interests of members.
4.19Generally to take such lawful action whether alone or in conjunction with others, as may be considered necessary or desirable for the protection, extension, advancement and benefit of the collective interests of the members, or as be thought necessary, incidental or conducive to the attainment of the above objects or any of them.
4.20To institute, conduct, carry on, or defend, or abandon any actions in any court of law, by or against the Foundation, and to submit to arbitration any disputes or questions arising out of or in connection with the affairs of the Foundation, to provide legal or other assistance to it’s members or any person, individual, firm, partnership or company connected therewith to the extent deemed necessary or expedient from time to time.
4.21To form and have an interest in any company or companies or associations of a similar nature having the same or similar objects to the Foundation, for the purpose of acquiring the undertaking of all or any of the assets or liabilities of that company or companies or association or for any other purpose which may seem directly or indirectly, calculated to benefit the Foundation, and to transfer to any such company or companies or association the undertaking of all or any of the assets or liabilities of the Foundation.
4.22To amalgamate with other associations having the same or similar objects to the Foundation.
4.23To take part in the management, supervision and control of business or operations of any other company or business having the same or similar objects as the Foundation, and to enter into partnerships having the same or similar objects as the Foundation.
4.24To remunerate any person or persons in cash for services rendered in the formation or development of its business.
4.25To make donations except to members or directors.
4.26To pay gratuities and pensions and establish pension schemes in respect of its bona fide employees and officers and directors who are bona fide employees.
- NO DISTRIBUTION OF ASSETS
The income and property of the Foundation whenceso ever derived shall be applied solely towards the promotion of it’s main object, and no portion thereof shall e paid or transferred, directly, by way of dividend, bonus or otherwise howsoever, to the members of the Foundation, provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Foundation or to any member thereof in return for any services actually rendered to the Foundation.
- DISSOLUTION
Upon it’s winding up or dissolution and subject to the approval of the Commissioner of Taxes, the assets of the Foundation remaining after the satisfaction of all its liabilities shall be given or transferred to some other foundation or institution or companies or institutions having objects similar to its main objects to be determined by the members of the Foundation at or before the time of its dissolution or, failing such determination, by the Court.
- CONTRIBUTION
Each member undertakes to contribute to the assets of the Foundation in the event of it’s being wound-up while he is a member of the Foundation contracted before he ceases to be a member, and of the costs and expenses of the winding-up, and the adjustment of the rights of the contributories among themselves, an amount of $1 000.00. Apart from this the members shall have no further liabilities for the debts or obligations of the Foundation.
- MEMBERS
The members of the Foundation shall be the Association of Zimbabwe Advertisers (AZA), The Advertising Media Association, The Zimbabwe Association of Accredited Practitioners in Advertising, The Zimbabwe Broadcasting Corporation and Zimbabwe Newspapers (1980) Limited and such other organisations, companies or persons who may apply to become members and who are accepted as members by the Board of Directors of the Foundation.
- PERIOD OF MEMBERSHIP
A member wishing to resign may do so at any time after having been a member for (two) years, provided that the notice in question, consisting of 12 (twelve) calendar months, shall not commence before the 31st day of December first following on receipt of the notice before-mentioned, in writing.
- APPLICATION FOR MEMBERSHIP
10.1Application for membership shall be in such form and specifying such particulars as may be prescribed by the Board from time to time.
10.2All applications for membership shall be in the entire and sole discretion of the Board whose decisions shall be final. The Board may admit, reject or defer such applications upon such terms and conditions as it may decide and it shall not be obliged to assign any reason for any decision made in respect of any application.
10.3A member whose membership has been terminated for whatsoever cause may apply to be re-admitted to membership and such application may be granted by the Board on such terms and conditions as the Board may think fit.
- TERMINATION OF MEMBERSHIP
11.1Any member who shall fail in the observance of any of the provisions of this constitution or any regulations or by-laws of the Foundation may be excluded or suspended from membership by a resolution of the members provided that in such cases the votes in favour of such resolution amount to not less than seventy five per centum (75%) of the remaining number of votes of all the members. In such event, the member in question shall be given at least 14 (fourteen) clear days notice of the proposed Resolution and of the intended meeting of members. A Director of the member in question shall be entitled to attend and speak at the meeting but not vote and such a Director shall not be present when voting is held nor shall he be entitled to any legal presentation at such proceedings. The members may arrive at a decision even though the member concerned may fail to appear or to answer the allegations made against him. The decision of the members shall be final and not subject to appeal. Any member excluded or suspended from membership in pursuance hereof shall have no claim for damages, loss or compensation or for the return of any portion of the moneys paid by him to the Foundation as set herein, up to his exclusion.
11.2A member who resigns in terms of Section 9 hereof shall be bound by the provisions of this constitution and all regulations and by-laws of the Foundation until the date of the final termination of his membership. A member who resigns shall not be entitled to any refund and shall be liable for his financial and any other responsibilities to the Foundation.
- LEVY
12.1The percentage of advertising expenditure, hereafter referred to as the levy, will be 1%, effective from 1st January 1997 and will be paid to the Foundation. The Board shall at any time and from time determine the amount of the levy. The levy was increased to 1,5% effective from March 20 2001by the board.
12.2The determination of the levy is subject to the provision that it shall not exceed 1% of advertising expenditure. An amendment to the maximum rate of the levy shall require favourable votes of not less than 90% (ninety per centum) of the available votes of directors present at a properly constituted meeting of the Board. However, any tax or imposition which may apply to the levy, shall not be considered a part of the levy and the levy percentage.
12.3The decision of the Board shall be final and binding on all members. The percentage of the levy shall be the same for all members, but this stipulation shall not preclude a member from making voluntary additional contributions to the Foundation.
12.4All members who are media owners shall indicate the existence of the levy on all rate cards, which shall indicate clearly whether the levy is additional to or included in the advertising rates.
12.5The levy shall be collected by advertising agency members or by media owner members when they receive payment for advertising directly from the advertiser. The levy shall be paid over to the Foundation at the end of the month during which it is received. The placing of advertising in media shall be made conditional on the acceptance by advertisers of the levy. Monies resulting from the imposition of the levy shall be considered to be the Foundation funds and no member shall claim to be the source of funds.
12.6All members who are media owners or advertising agencies shall provide the Foundation with a declaration after the end of their financial year, produced and signed by their Auditors, which verifies that the levy has been raised and paid over during the preceding calendar year on all advertising expenditure as defined in this constitution. The Auditor’s verification shall contain the amount of the levy which applied to advertising income for the calendar year in question. Any members who are media owners or advertising agencies and are not required to appoint auditors shall furnish the said declaration produced and signed by their Directors, Partners or Owners.
12.7Notwithstanding the wide powers given to the Foundation, the Foundation funds shall be used for research and research related expenditure only, unless expenditure of another nature is approved by a positive vote of 70% or more of the available votes at a properly constituted meeting of the Board.
13ADVERTISING INCOME
13.1The advertising income for the purpose of calculating the levies shall be:-
(a)All advertising and advertising related income, whether above or below the line, and whether agency placed or direct, including income from promotions sponsorship, advertorials, supplements, inserts, tied competitions, special offers, and any other cash Income which is related, directly or indirectly, to the sale of space or time in a public news, advertising or entertainment medium.
(b)The advertising of charitable functions, competitions, events, promotions or in any other form which results in income for a medium, and which is expected to result in an immediate or direct benefit to the advertisers.
(c)The invoiced amount (less sales tax) actually due to a medium before the deduction of agency commission (where applicable) and after deduction of any published or contractual discounts.
13.2ADVERTISING INCOME EXCLUDED:
(a)Sponsored space or time for educational charitable or public service purpose;
(b)The advertising of own future programmes and the promotion without charge of that particular medium and free advertising (including make good advertisements) granted for any reason;
(c)In the case of the print media, income from legal and financial notices, classified advertisements, church and charity notices, company reports and prospectuses and notices by all levels of Government.
- FOR THE PURPOSES OF SECTION 12: -
(a)“Media Owner” means any person, partnership, company or corporation that sells space in a printed publication, time on radio, cinema, or television screens, or a combination of any of these, or that carries out advertising on behalf of an advertiser, on posters, hoardings and signs of all kinds which can be rented or leased for advertising purposes, or by any other similar means but excluding advertising by way of neon signs and signs which identify the premises of an advertiser.
(b)“Advertising Agency” means any person, partnership, company or corporation which specialises in the planning, producing and/or placing of advertising on behalf of its clients and which generates income from media commission and/or fees levied on its clients.
- INFORMATION TO BE AVAILABLE TO MEMBERS
Every member shall without payment have full access to all information regarding the results, findings and reports as published by the Foundation. Any further information and copies of reports may be made available on such terms and conditions as may be determined by the Board.
- BOARD
16.1APPOINTMENTS AND VOTES
Each member shall be obliged to appoint in writing (and if so desired by the member he shall also be entitled to withdraw the appointment of any director or directors as more fully provided below. If the appointment of any director is withdrawn, then the member in question shall be obliged to appoint another director in his place. Notwithstanding anything herein contained, the different classes of members as set out herein shall for the purpose of meetings and voting be entitled to the number of directors and alternates that are set out below. The said directors or their alternates shall have the voting rights as provided for by these presents: -
(a)Subject to the provisions of sub-clauses (b), (c), and (d) below, members represented by their director (s) or alternates shall be entitled to one vote only per director or in the absence of such director (s) per his alternate whether on a poll or a show of hands.
(b)The director (s) of a member under suspension or whose financial responsibilities to the Foundation are in arrears for more than 90 (ninety) days shall not be entitled to attend or vote at any General Meeting or Annual General Meeting of the Foundation, except as provided for in Section 11.1 of these presents.
(c)If any director is not entitled to attend or vote at any general meeting then his alternate shall likewise not be entitled to attend or vote thereat.
(d)The number of directors representing members and the numbers of votes to which members shall be entitled shall be according to the following table, namely:
FULL MEMBERS
Association of Zimbabwe Advertisers2
Advertising Media Association1
Association of Accredited Practitioners in Advertising2
Zimbabwe Broadcasting Corporation1
Zimbabwe Newspapers (1980) Limited1
Communication Industry Association1
Total8
16.2EFFECTIVE VOTES
Where a member is entitled to two directors, the directors including the alternate director shall collectively be entitled to two votes only which may be exercised by having two directors or one director and one alternate director present and each exercising one vote or if one director or the one alternate director only present then by such director or alternate director exercising two votes. Where two directors or one director and one alternate director vote in order for their votes to be effective and counted they shall be obliged to vote in the same way.