Malawi Internet Service Providers' Association - MISPA

Constitution of the Malawi Internet Service Providers' Association - MISPA

Name
1. The name of the association is the Registered Trustees of the Malawi Internet Service Providers' Association.
2. "MISPA" is the official abbreviation for the Malawi Internet Service Providers' Association.
Interpretation
Purpose
Mission
Goals and Objectives
1. To provide industry perspective on policy formulation and regulation as it relates to the Internet industry and to act as an interface with Governmental bodies and the public at large.
2. To develop industry procedures, mechanisms, policies, standards, and guidelines for effective and efficient operation of Internet-related services.
3. To promote the development of key Internet Infrastructure in Malawi.
4. To provide and promote educational opportunities that will enhance and empower technical and policy understanding of the Internet.
5. To build, maintain, and publish relevant industry data for Members and for the public.
6. Coordinate effort with other l Internet related associations
7. To Promote policies and positions in the best interests of the members and represent these interest in relevant bodies.
Structure
1. MISPA will consist of a general body of members involved in the provision of Internet Services predominantly in Malawi.
2. MISPA membership will elect a Management Committee to manage its day-to-day affairs.
3. The Management Committee may, from time to time and in its sole discretion, form and dissolve such sub- committees as it may deem fit to deal with specific matters of MISPA, as contemplated in 15 below.
ISPA Membership
1. The membership of MISPA shall consist of persons that provide Internet services in Malawi as defined and licensed by Malawi Communications Regulatory Authority.MACRA.
2. The Management Committee, may approve persons that provide Internet access in other countries, situated in the African region, to join MISPA as non-voting members.
3. All applications for membership must be in writing. No person will be admitted to be a member of MISPA unless the Management Committee has approved his application for membership. The Management Committee shall be entitled, to deny membership to any person who applies, provided that in such an event, such application may be approved by a majority of the members of MISPA, subject to the provisions of 7.4 below.
4. MISPA may, revoke the membership of any member who fails to make full payment within 90 days of the due date for payment of membership fees.
5. The size of MISPA will be restricted to such number of members, as may be determined by the management Committee from time to time, which will ensure effective functioning of MISPA.
6. A member's membership may be terminated by a majority vote of the members of MISPA.
7. A member may terminate his membership of MISPA at any time in writing to the mManagement Committee.
8. Any member, whose membership of MISPA has been terminated for whatsoever reason, shall forfeit all membership fees and other amounts paid by him to MISPA.
Local Branches
1. The Management Committee may, in its sole discretion, authorise the establishment of a local branch of MISPA in any designated centre of Malawi.
2. A local branch shall be deemed established when the Management Committee approves the delegation of the powers of this Constitution to the centre in question.
3. Local branches shall act in accordance with general directions framed and adopted by the Management Committee and shall report to the Management Committee annually on their activities or within such other periods as the managing Committee may determine from time to time, which periods may be different in respect of different local branches.
Finances
1. Members will be required to pay such membership fees and by no later than such dates as may be determined by the Management Committee from time to time.
2. The Management Committee may determine and institute different categories of membership and may prescribe different membership fees for such different categories. In this case, members will be equal members of MISPA irrespective of any categorisation for the determination of fees, save to the extent that this Constitution provides otherwise or that the Management Committee determines otherwise at the time of creating such different categories.
3. Notwithstanding anything to the contrary contained herein, no member (or his representative) whose membership fees have not been paid on the due date therefore will be entitled to vote at any meeting of MISPA or the Management Committee for as long as such membership fees remain outstanding.
4. Members will be responsible for all of their own expenses in connection with their membership of MISPA. Exceptions to this rule require prior written Management Committee authorisation.
5. The Management Committee may accept unconditional offers from members or any other organisations to pay for special projects undertaken by MISPA.
6. The Management Committee will be entitled to charge special levies to MISPA members from time to time to fund special projects of MISPA which are necessary for or ancillary to MISPA's mission as contemplated in 4 above, provided that such a special levy will have to be accepted by a majority of MISPA membership as well.
Structure of the Management Committee
1. MISPA members will, annually during their annual general meeting, elect a Chairperson (or joint-Chairpersons), a Treasurer and one additional member to serve a twelve-month term of office. These elected persons will form the Management Committee of and shall all be natural persons.
2. The Management Committee will be entitled, but not obliged, from time to time to co-opt such additional members to the Management Committee to assist the Management Committee with specified projects. Such co- opted members shall not, for the purpose of this Constitution, be deemed to be members of the Management Committee.
3. In the case of the vacation for whatsoever reason of any of the positions of the mManagement Committee prior to the appointment of a new Management Committee as aforesaid, a new office bearer will be elected by the majority of the members of for the remainder of such term.
4. Upon a motion of no confidence in any office bearer supported by a majority vote of the members of the ISPA, such office bearer will be removed from his office and the provisions of 10.3 above shall apply.
5. The Management Committee shall hold not less than 1 (one) meeting during every two month period and may chose to hold additional meetings of the Management Committee, as and when necessary to the fulfilment of the Management Committee's duties.
6. If any Management Committee member has not been present in person or via a teleconferencing link at (3) three consecutive meetings, the position of that Management Committee member may be reviewed and, if deemed necessary, terminated by the majority of the remainder of the Management Committee.
Duties of the Management Committee
1. The primary duty of the Management Committee is to further MISPA's mission, as specified in section 4 of this Constitution.
2. The Management Committee shall report on its activities and the affairs of MISPA at all general meetings of the members of MISPA.
3. The Chairperson(s) shall preside at all meetings at which he or she is present and shall enforce observance of the Constitution, sign minutes of meetings after confirmation, exercise supervision over the affairs of MISPA and perform such duties as customarily pertain to the office of Chairperson.
4. Where two joint-Chairpersons have been elected, the Chairperson for any given meeting will be agreed beforehand and the member not occupying the chair will only have the rights accruing to a Management Committee member. In the event that no agreement on the foregoing can be reached, the majority of all other members present at such meeting will determine the chairperson of such meeting, which may not be any person other than one of the joint-Chairpersons.
5. The Treasurer shall be responsible to the members through the Management Committee for ensuring the proper collection, administration and disbursement of the funds of MISPA and that all legal and fiscal requirements are met.
6. The Management Committee shall appoint such persons, to act, on its behalf, as the Secretariat and Bookkeeper of MISPA from time to time and to perform such functions and duties as are prescribed in this Constitution and as the Management Committee may from time to time determine, provided that these persons will not be required to be members of MISPA and that, if they are not members of MISPA, may be remunerated for their services as the Management Committee may determine.
7. Duties of the Secretariat shall include, inter alia:
  1. Receiving requests for meetings;
  2. Assuming responsibility for all MISPA correspondence;
  3. Keeping originals of letters received and copies of those dispatched;
  4. Attending all meetings, recording minutes of the proceedings and distributing such minutes to all members of MISPA; and
  5. Keeping a register of all members and associated information.
8. Duties of the Bookkeeper shall include, inter alia:
  1. Maintaining MISPA's accounts in such bank accounts as may be approved by the Management Committee from time to time;
  2. Ensuring that all financial information of MISPA is available at meetings for discussion and approval; and
  3. Tabling a financial statement of the year's transactions at each Annual General Meeting for approval by the membership.
9. Prior to any Annual General Meeting, the Management Committee shall appoint a person or organisation to audit the financial statement, which is to be tabled thereat.
Powers of the Management Committee
1. In addition to anything contained in this Constitution and subject to the limitations stipulated in paragraph 12.3, the Management Committee shall be entitled to incur expenditure in the furtherance of its duties and take action in all matters on behalf of MISPA.
2. The Management Committee is empowered to:
  1. Administer the assets of MISPA generally;
  2. Open and close accounts at registered commercial banks in Malawi on behalf of MISPA;
  3. Issue press statements on behalf of MISPA;
  4. Approve or decline ISPA membership applications (as specified in 7.2 above);
  5. Revoke ISPA membership (as specified in 7.3 above);
  6. Authorise and oversee the establishment of local branches of MISPA (as specified in 8 above);
  7. Call special general meetings (as specified in 14 below); and
  8. Appoint sub-committees from time to time (as contemplated in 15 below).
3. The powers of the Management Committee shall be limited to the extent that it must seek the approval of MISPA membership before:
  1. Determining MISPA membership fees (as specified in 9.1 and 9.2 above);
  2. Entering into any contracts other than in the ordinary course of performing its duties in terms hereof;
  3. Undertaking business transactions where the total amount of the transaction exceeds MISPA's income during the previous three months.
General Meetings of Members of MISPA
1. There will be not less than one MISPA meeting during any three-month period.
2. A quorum for meetings shall be one third of all members of MISPA, present in person or via a videoconferencing link; or ten members, whichever is the smaller number.
3. Each MISPA member shall have one vote at each meeting.
4. All meetings will be open to all members and to any other interested observers at the discretion of the Management Committee.
Annual and Special General Meetings
1. There shall be 1 (one) annual general meeting not less than once every calendar year, which meeting will be held not less than 10 (ten) months after and not more than 14 (fourteen) months after the previous annual general meeting, and members of MISPA will be given at least 21 (twenty one) days' notice thereof.
2. The Management Committee may call a special general meeting at any time, provided that at least 14 days' notice of any special general meeting is given to MISPA members.
3. The provisions of 13.2 to 13.4 above, both inclusive shall apply mutatis mutandis.
Sub-Committees
1. Sub-committees may be formed by the Management Committee in their sole discretion from time to time to deal with specific issues in accordance with a statement of objectives, as determined by the mManagement Committee.
2. Each sub-committee must have a chairperson, which will be appointed by the Management Committee.
3. Minutes of each sub-committee meeting must be submitted to Management Committee within fourteen days of the meeting.
4. The statement of objectives of each sub-committee, as well as its minutes must be made available by the chairperson of such sub-committee to any ISPA member on request, provided that such member shall bear all expenses in respect of such request.
5. Members of the Management Committee will be ex officio members of any such sub-committee.
Legal Personality
1. MISPA shall be a juristic person capable of acquiring rights, incurring obligations, entering into legal transactions and of suing and being sued in its own name.
2. Immovable property acquired by MISPA shall be registered in the name of MISPA.
Accounting
1. MISPA shall not distribute any of its profits or gains to any person and shall utilise its funds for the objects for which it has been established.
2. All moneys received on behalf of MISPA shall be deposited in one or more accounts as contemplated in 12.2.2 above. All payments to be made on behalf of MISPA shall be made by cheque drawn on any such account or by cheques issued by the commercial bank with which a particular account is operated.
3. Deposits into any such account may be made on the signature of any one Management Committee member, but all other operations on any such account shall be upon the signatures of two members of the Management Committee.
4. Proper books of the accounts of MISPA will be kept as contemplated herein before. Such books, together with all other papers and documents connected with or relating to MISPA, shall be kept at such place as may be determined from time to time by the Management Committee and must be accessible to each of the members of MISPA.
Indemnity
1. Each member of MISPA is indemnified out of and from the funds and property of MISPA, against all losses, charges, costs, damages and other liability which that member may suffer or incur as a result of executing his duties as a member of MISPA, save to the extent that such member acted negligently or fraudulently.
2. No member of MISPA shall be answerable or deemed to be in any way responsible for any act or default of any other member or for any deficiency or insufficiency of any title or security whatsoever taken by MISPA, save to the extent that such member acted negligently or fraudulently.
3. No member of MISPA shall be liable for any losses occasioned by the commercial bank or other persons with whom monies or securities of MISPA are deposited or entrusted for safe custody, investment or otherwise, nor for any loss, misfortune or damage which may happen or take place in the execution of that member's duties or as a result thereof ISPA, save to the extent that such member acted negligently or fraudulently.
Dissolution
1. MISPA shall be dissolved upon a resolution to that effect by two-thirds of the members at a general meeting or at a special general meeting convened for that purpose provided that notice of the proposed resolution is given to members not less than 14 days before the date of the meeting.
2. Upon the dissolution of MISPA, the Management Committee shall, after making provision for the costs of dissolving MISPA, distribute the accumulated funds of MISPA to an Association not for Gain with similar objectives to those of MISPA, as may be determined by the Management Committee in its sole discretion.
Alteration of the Constitution
Miscellaneous
1. MISPA may not be used by any representative, liaison body or industry sector to further its own business interests, outside the objectives of MISPA.
2. MISPA address lists may not be used for any purpose other than the business of MISPA, unless with the prior approval of the management Committee.
3. No action may be taken against a member or a member's representative, unless a report was tabled to the Management Committee and reasonable opportunity was given to the member or the member's representative to defend such member's position.
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