Preamble I NAME II INTERPRETATION III AIMS AND OBJECTIVES IV MEMBERSHIP V ORGANS OF THE ASSOCIATION VII MEETINGS VIII BRANCHES OF THE ASSOCIATION IX OFFICERS: DISTRICT EXECUTIVE COMMITTEE X DISTRICT MEETINGS XI FINANCE XII AMENDMENTS TO THE CONSTITUTION XIII DISSOLUTION CHAPTER ONE BOTSWANA LIBRARY AND INFORMATION ASSOCIATION (BLIA) CONSTITUTION PREAMBLE We(BLA) the Library and Information workers of Botswana determined to establish principles and conditions under which respect for the obligations arising from the provisions of this Constitution can be maintained, and to reaffirm our faith and adherence to the principles of equal rights of men and women of this professional library and Information Association and, to promote social progress and the highest standards of professionalism in librarianship and information work in Botswana, do hereby resolve to unite our strength and combine our collective efforts to maintain and ensure the acceptance of the principles enshrined in this Constitution, and to employ appropriate professional and legal machinery for the promotion of our common interest the social, academic and professional advancement of all our members and do hereby establish a national professional organization to be known as the Botswana Library and Information Association. The Association shall be a non-political, non-sexist, non-religious and non-profit professional organization established for the carrying out and the attainment of the aims and objectives enshrined in Article III of this Constitution. ARTICLE I: NAME 1. The name of the Association shall be the Botswana Library and Information Association (Hereinafter referred to as “the Association) 2.The acronym of the Association shall be BOLIA CHAPTER TWO INTERPRETATION AND GENERAL PROVISIONS OF THE CONSTITUTION ARTICLE II: PRELIMINARY PROVISIONS 1. This Article shall be cited as the Interpretation and, General Provisions Articles of the Constitution of the Botswana Library and Information Association (BOLIA) 2. The provisions of this Constitution shall apply to every written Article passed or made before or after its commencement, unless a contrary intention appears in this Constitution or in the particular written Article concerned. 3. i. The Constitution is divided into Articles, Section, Sub-sections, Paragraphs and Clauses The bold capital Roman numbers appearing before major titles or headings shall be referred to as ‘Articles’ The Arabic numerals shall be referred to as ‘Section’ which shall come under the Articles The small lettered roman numbers shall denote ‘Sub-sections’ which consist of sub divisions of the various ‘Sections’. The small character English alphabets shall refer to “Paragraphs’ which are further sub-divisions of the various ‘sub-sections’. The small Roman letter that appears after a ‘paragraph’ shall be referred to as a ‘clause’ which shall be a further sub-division of the “Paragraph’ 4. Subject to the laws of the Republic of Botswana, the final interpretation of any provision in this Constitution shall reside in the Chairperson who may consult with such expert opinion(s) as may be deemed necessary. 5. Subject to any express or implied intention contained in any provision of this Constitution, the ordinary dictionary meaning shall be employed in the interpretation of any word, phrase or term used in this Constitution. 6. General Provisions of Interpretation Notwithstanding any other provision enshrined in this Constitution, or any bye-law, rule(s) and or regulation(s) made before or after the coming into force of this Constitution, the following words and expressions shall have the meaning hereinafter assigned to them respectively, that is to say: “Auditor” means any professionally qualified accountant or auditor qualified and registered to practice accounting or auditing functions in the Republic of Botswana “Branch” in the context used in this Constitution, shall mean any of the administrative divisions of Botswana designated by the National Executive Committee for effective attainment of the objects contained in this Constitution “Document” includes any publication and any matter written, expressed or described upon any substance by means of letters, figures or marks, or by more than one of those means, which is intended to be used or may be used for purpose of recording that matter. “Equities” in an investment context, shall mean ordinary shares in a company as opposed to preferences shares and debentures “Executive or Executive Committee” as used in this Constitution shall be construed to refer to the National Executive Committee save where it is expressed or impliedly used to refer to a District Executive Committee “Investment” shall either refer to a fixed interest investment, or equities. The former category is essentially lending money at interest, while the latter comprises the purchase of shares in a company. “Organ” shall refer to anybody or bodies, branch (es), institution(s), or any other creation of the Association within any District, Town or Village within the Republic of Botswana. “Patron” shall refer to any man or woman of excellent standing in any society within or outside Botswana considered fit and proper to be so appointed to such eminent position in the Association. “Person” in the context of this Constitution, refers to any accepted member of the Association, in conformity with Article IV of this constitution. This shall be without prejudice to race, colour, creed or gender. “Void ab initio” shall mean a contact or any act which is null from the beginning if it seriously offends law or public policy in contrast to a contract which is merely “voidable” at the election of one of the parties to the contract. “Voidable” shall refer to that which may be avoided, or declared void, that is not absolutely void, or void in itself. 7. Special Provisions of interpretation “The Association” shall mean the Botswana Library and Information Association (BOLIA) “Library and Information worker” shall refer to any person who through a recognized course of studies accepted by the National Executive Committee, has acquired a minimum of a Certificate in the field of librarianship and or Information Science “Member” shall mean a paid up member of the Botswana Library and Information Association unless otherwise specified in this Constitution. “Sui juris” shall refer to any member of the Association possessing full social and legal rights, and not under any legal disability (to act for one’s self) or the power of another, or guardianship. The one must have the capacity to manage his/her own affairs, or must be a person of full age according to the prevailing laws of Botswana. “ultra vires” shall mean any act or acts beyond the scope of the powers granted to any member in any function which is not prohibited. “National Executive Committee” shall mean the governing body of the Association elected in accordance with this Constitution “Chairperson or Deputy Chairperson” shall mean the Chairman or Woman or Deputy Chairman or Woman of the Association respectively. “Secretary or Assistant Secretary” shall mean the General Secretary and Assistant General Secretary of the Association who shall be the custodians of the Association’s records. “Treasurer” shall mean the custodian of the Association’s monies and other assets. “Editor or Assistant Editor” shall mean the Editors who coordinate the Associations publications. “AGM” shall mean Annual General Meeting of the general assembly. “Special General Meeting” shall mean an extraordinary meeting of the general membership called to deal with a specific issue only. “Biennial election” shall mean the election of office bearers which shall take place every two years during the Annual General Meeting. Any dispute as to the meaning of a word, clause, paragraph or portion of this Constitution shall be resolved by a two thirds (2/3) majority vote of registered members present at the AGM or a Special General Meeting. CHAPTER THREE ARTICLE III: AIMS AND OBJECTIVES The aims and objectives of the Association shall be: To unite all persons engaged, or interested in library and information work by holding conferences, meetings, seminars etc. 2. To encourage the establishment, improvement and promotion of libraries and information services. 3. To promote and encourage bibliographical study and research 4. To improve the status of library and information workers. 5. To improve the standards of library information practice. 6. To monitor any legislation affecting library and information workers. 7. To collect and publish regularly (as proceedings, journals, bulletins, newsletters, etc.) information of benefit to its members, or for the promotion of the aims and objectives of the Association. 8. To evaluate, assess and approve recommendations on courses of Library and Information training, in consultation with relevant stakeholders. 9. To recommend appropriate salaries and conditions of service for library and information workers. 10. To perform and or undertake any other legitimate actions and functions that are compatible with and in furtherance of the ultimate accomplishment of the Association’s aims, objectives and purposes. 11. To encourage the Association’s members to observe the code of ethics of the Association CHAPTER FOUR ARTICLE IV: MEMBERSHIP 1. FULL MEMBERSHIP of the Association shall be conferred on: All who, in the opinion of the National Executive Committee are library and information workers by education and training and who consciously, voluntarily, and unequivocally, subscribe to abide by all the objects hereinbefore enshrined in Article III of this Constitution All library and information workers who carry out all the Association’s actions and or activities as determined by the National Executive Committee or their accredited representative(s) Membership of the Association may also be conferred on the following categories of individuals and or corporate personalities: Libraries, corporate bodies, societies and other institutions or organizations which maintain libraries or information services or are interested in the promotion of such services. Honorary membership may be conferred on any individual who though may not be qualified as a library and information worker by education and training, deserves recognition for worthy and significant contributions such an individual has made in furtherance of the objects of the Association as enshrined in Article III of this Constitution. Student membership may be accorded to any student in a tertiary institution who, in the opinion of the National Executive Committee, is pursuing an academic and/or professional programme that may eventually qualify such student as a library and information worker, and who subscribes to the Association’s Aims and Objectives and pays the prescribed subscription fees. Associate/Corresponding membership may be accorded to any person who is otherwise eligible for full membership but due to justifiable and reasonable cause for the time being, is resident outside Botswana and is thus unable to participate actively in the Association’s activities. Such a member shall be expected to pay the prescribed subscription fees, and unequivocally accept to abide by the Association’s aims and Objectives. Associate/Corresponding members shall be accorded the same rights and privileges of full members. The Association reserves the right of admission to membership and any such decision taken shall not be justifiable notwithstanding anything to the contrary in the aforesaid provisions of this Constitution. The Association shall have the power to affiliate or be affiliated with any other Library and Information Associations as may be decided upon by the National Executive Committee. 2. PATRONS Appointment The National Executive Committee shall, subject to the consent of the General Assembly, appoint any number of persons without gender, racial, or religious bias to be Patrons of the Association whether within or without the frontiers of Botswana. Any member of the Association shall have the right to nominate any member of the society who meets the following criteria for consideration as a Patron of the Association Qualifications To be eligible for the eminent position of Patron of the Association, a person so appointed by the National Executive Committee shall: be sui juris in terms of the prevailing laws of the Republic of Botswana be a person of high moral conduct be a person of excellence in any profession, business, and/or academic field; and have unequivocal interest in the development and promotion of library and information services as well as in the Aims and Objectives of the Association as enshrined in Article III of this Constitution. Duties The Patron shall: support the Association to carry out its objectives morally, financially, materially, or in any other legitimate manner within their competence; act in an advisory capacity as and when necessary; act as an arbitrator in the resolution of conflicts referred to them by the National Executive Committee or the General Assembly. 3. SUBSCRIPTIONS All categories of members shall pay subscription fees analogous to their respective status as may be determined from time to time by the National Executive Committee. Membership subscription shall be paid annually within the first quarter of the Association’s financial year save that in justifiable extenuating circumstances the National Executive Committee may permit the payment of any member’s due subscription at a later date within the same financial year. Each case for late payment shall be treated on its own merit. 4. RIGHTS AND PRIVILEGES OF MEMBERS All full members shall have the right to enjoy any benefits that may from time to time be conferred upon the membership of the Association. All full members shall have the right to attend, participate and vote in any general or special or emergency meetings of the Association. All full members without any legal and/or disciplinary, or medical disability against them as specified in other provisions of this Constitution shall have the right to nominate and be nominated to stand for any elective office of the Association. Notwithstanding the above provisions no member shall have the right to sit in any misconduct or complaint by and/or against such a member. 5.TERMINATION OF MEMBERSHIP Any member who, for any reason whatsoever, voluntarily decides not to be a member of the Association or any of its affiliated organs, shall have the right without any let or hindrance to withdraw or terminate his/her membership from the Association or any of its component organs. Such termination shall, however, be expressly communicated in writing to the Secretary or any appropriate officer authorized to administer the office of the Secretary General of the Association. Where such a member is an officer of the Association, the one shall within not more than thirty (30) days prior to such resignation becoming effective, properly hand over all assets and documents in such person’s possession to the Secretary of the Association or any accredited person so authorized by the National Executive Committee for such purpose. Any category of membership shall automatically lapse if such member for no reasonable and justifiable excuse, fails to pay the prescribed subscription fee as and when due within the Association’s financial year. Where such a member is an officer of the Association, the one shall properly hand over all assets and documents in such person’s possession to the Secretary of the Association or any accredited person so authorized by the National Executive Committee for such purpose. Any membership which is so determined under sub-section (iv) above shall only be restored by the National Executive Committee on the full payment of all the arrears and current subscription Any member who loses the credentials which were the basis of that person’s admission to membership of the Association or, who is convicted of any criminal offence involving dishonesty, fraud, moral turpitude, or felony or is a recent or undischarged bankrupt shall forthwith cease to be a member of the Association A member shall cease to be so upon the person’s expulsion by the National Executive Committee after due process of the disciplinary hearing for any acts of omission or commission contrary to the aims and objectives of the Association. The National Executive Committee, in the exercise of the powers conferred upon it in the foregoing sub-sections (v), (vi) and (vii) of this section, may, if it deems fit, delegate such duties and powers to a sub-sections or any person or persons so appointed for such purpose and the decision of such sub-committee, person or persons shall have the same binding effect as if it has emanated from the National Executive Committee itself. CHAPTER FIVE ARTICLE V: ORGANS OF THE ASSOCIATION The Association shall have the following organs: The General Assembly of the Members as enshrined in Article IV of this Constitution and hereinafter referred to as “The General Assembly”/ The National Executive Committee An Editorial Board whose composition and terms of reference shall be determined by the National Executive Committee. A Disciplinary Committee which shall be an ad hoc committee and which shall be appointed from among the General Assembly by the National Executive Committee as and when necessary. Four standing sub-committees namely: Professional Development Sub-Committee: shall be responsible for issues relating to professional practice such as standards, policies, codes, training etc. Publications Sub-Committee: shall be responsible for the handling of all matters relating to the production of publications for the Association. Fund-Raising Sub-Committee: shall be responsible for events and activities for the purpose of raising funds Publicity Sub-Committee: shall be responsible for all publicity issues for the Association Any other special and/or ad hoc Committee which may be established by the National Executive Committee to deal with specific situations and/or issues as the need may arise. Any other special and/or affiliated interest group as may be decided upon by the National Executive Committee. CHAPTER SIX ARTICLE VI: THE NATIONAL EXECUTIVE COMMITTEE 1. COMPOSITION There shall be a National Executive Committee of the Association, hereinafter referred to as the NEC. Members of NEC shall be elected biennially at an Annual General Meeting The NEC shall consist of eleven full members of the Association elected Biennially at an Annual General Meeting of the Association and shall consist of the following: The Chairperson The Deputy Chairperson The General Secretary The Assistant General Secretary The Treasure The Editor The Assistant Editor Three additional elected members One Ex-Officio member 2. QUALIFICATIONS i. Any member elected to the NEC shall sui juris who must have the capacity to create, hold and dispose of any legal or equitable estate or interest in property in Botswana ii. Any member elected to the NEC must have been a full member of the Association for a period of not less than twelve calendar months. Notwithstanding sub-sections (i) and (ii) above of this section, a person elected to the NEC shall not be a recent or undischarged bankrupt, and, shall not have been convicted of any criminal offence involving dishonesty, fraud, moral turpitude or felony within a period of five years immediately preceding such election. 3. TENURE OF OFFICE OF THE NATIONAL EXECUTIVE COMMITTEE Subject to any other provision contained in this Constitution, members of NEC shall hold office for two years. At the expiry of their tenure of office, members of the NEC shall be legible for re-election subject to good performance and good conduct and at the discretion of the General Membership of the Association whose decision shall be final. iii. Any member of the NEC who by virtue of any provision in this Constitution is removed from office shall prepare and make good and proper hand-over to the person’s successor and render true and detailed financial accounts of the person’s stewardship. iv. Notwithstanding any other provision to the contrary, all office holders of the Association shall hold office until the next biennial General Election. They shall be eligible for re-election twice. 4. DUTIES AND POWERS OF THE NATIONAL EXECUTIVE COMMITTEE (NEC) GENERAL POWERS The NEC shall be responsible for the formulation, implementation and general management of all broad and major policies, resolutions and decisions of the Association and any of its component or affiliated organs, bodies and branches. The Executive shall be responsible for the evaluation of the aims and objectives of the Association as carried out by any sub-committee, or affiliated body, or branch of the Association in any part of Botswana. The Executive shall exercise an inherent power to appoint any bona fide member of the Association to serve on any sub-committee of the Executive. The Executive shall have power to make, adopt, and issue bye-laws, rules and regulations for the effective operation and general administration of Association, or any of its affiliated, or component organs, bodies and branches. Notwithstanding the provision in sub-section (iv) of this Section, any bye-laws, rules and regulations so made which are inconsistent with any provision under articles III and IV of this Constitution shall be void and of no effect to the extent of such inconsistency. The Executive shall have the power to investigate, advice, discipline, or take any other decision on or against person, body, organ, or branch with the ultimate objective of ensuring prudent financial administration and other activities that impinge on the work of the Association in any part of Botswana. In addition to the foregoing general powers, the National Executive Committee shall: Determine and prescribe the subscription fees from time to time with the approval of members at the Annual General Meeting of the Association; Admit persons to membership of the Association or terminate such membership in accordance with the provisions of this Constitution; Call general meetings and, once every year call an Annual General Meeting to report on the events of the year and on the status of the Association; Prepare annual accounts and a report for submission to the Annual General meeting and the Registrar of Societies; and have the power to co-opt on to the NEC or any other committee any member of the Association either to fill a temporary vacancy until confirmation or otherwise at a meeting of the General Assembly or for a specified period of time for the purpose of performing any ad hoc duties that may be assigned to such co-opted person or persons. viii. SPECIAL POWERS Notwithstanding and without prejudice to any general provision in the aforesaid sub-sections and paragraphs, the NEC shall have the right to exercise the following special powers: The title and legal or equitable interest of all and/or any personality and reality which may be acquired directly by purchase for good value and without notice, or any assignment, or conveyance of any property to and for the purpose and in furtherance of the objects of the Association shall be vested in Executive (in pursuance of and under the provisions of the Land Act Cap. 32 of the Laws of Botswana). Enter into any kind of reasonable and legal transaction with any person, for the purposes of the Association. Publish any matter in pursuance of the Aims and Objectives of the Association by writing, printing and publishing journals, newsletters, pamphlets, books, etc. Provide legal aid in the name and on behalf of the Association in any legal proceeding (s) in any matter(s) connected with the administration of the Association. In the event of any prosecution or other legal proceedings being instituted against any office bearer, servant or agent of the Association in respect of anything done or omitted to be done by such officer which in the opinion of the NEC was the proper and reasonable discharge of the officer’s function as such, that person shall be defended at the expense of the Association and the NEC may indemnify such officer from all penalties, damages, costs and other expenses which the officer may incur in consequence of the prosecution or other legal proceedings and the Association’s funds may be applied for those purposes. 5. DUTIES OF OFFICE HOLDERS a. The Chairperson shall, unless prevented by illness or other reasonable cause, preside over all General and/or special/emergency meetings of the Executive Committee and represent the Association at other for as required. b. The Deputy Chairperson shall act on behalf of the Chairperson in case of the latter’s absence. In the case of absence of both the Chairperson and the Deputy, the Executive Committee shall nominate a Chairperson c.The General Secretary shall be responsible for: Membership records and for maintaining an up to date list of members The recording of the minutes of all meetings of the Executive Committee and all General Assembly Dealing with all general correspondence of the Association. Issuing notices of meetings as directed by the chairperson and in accordance with the requirements of the Constitution and the safekeeping of the Association’s records. d. The Assistant General Secretary shall work as directed by the General Secretary. The person shall deputize for and take minutes in the absence of the General Secretary. In the absence of both the General Secretary and the Assistant General Secretary the NEC shall nominate a Secretary. The Assistant General Secretary shall also be responsible for all publicity matters of the Association. e. The Treasurer shall be responsible for: The proper record of all financial matters of the Association and shall present to the NEC and the Annual General Meeting, a balance sheet duly audited. Ensuring that all monies are expended on the purposes for which they are allocated by the NEC. Submitting an audited statement of accounts to the Registrar of Societies by 31 March each year. f. The Editor shall be responsible for the publication of the Association’s journal and any other publications approved by the Executive Committee. g. The Assistant Editor shall assist the Editor in the performance of the latter’s duties and shall be responsible for the publication of the Association’s Newsletter. They shall be assisted in the distribution of publications by the Assistant General Secretary who is responsible for publicity. 6.TERMINATION OF MEMBERSHIP OF THE EXECUTIVE Subject to the provision contained in Article V Section 3 of this Constitution, the office, duties and powers of a member of the Executive shall be determined on the happening of any of the under mentioned factors and circumstances. Devolution of office upon death Upon the death of one or more members of the NEC the office, as well as any estate of the Association vested in such officer shall survive to the surviving members who shall carry out the trust and exercise all such powers as were given to the deceased executive member as such. iii. Resignation or removal from office A member of the Executive shall cease to hold office if and when: Such an officer ceases to become a member of the Association; or Resigns his/her membership of the executive and such Resignation is accepted and acknowledged in writing by the other members of the Executive. A member of the Executive may be removed from office: By the order of a court of competent jurisdiction; under any applicable statutory power of appointing new trustees in cases where the officer remains out of the Republic of Botswana for more than twelve months consecutively, or refuses, or is unfit to act, or is incapable of acting; or at the instance of any other member of the executive or the Association, where the officer has behaved improperly, or is incapable of acting properly, or from faults of temper want of tack is in a permanent condition of hostility with his/her co-officers, or has been convicted of an offence involving dishonesty, undischarged bankrupt, or is residing permanently or for a long or indefinite period, abroad, or cannot be heard of, or if within Botswana and for no justifiable and reasonable cause the officer fails to attend three or more consecutive meeting of the Executive. If the officer is certified by a qualified medical registered to practice in Botswana, that by reason of infirmity of mind or body the officer has become totally or partially incapable of performing the person’s duties or exercising the one’s powers and rights as a member of the Executive. A member of the Executive shall either resign or be removed by not less than two thirds of the remaining members of the Executive if the officer’s conduct, or actions, business, or other personal interests are in conflict with the duties of members of the Executive as stated in Articles III and VI (4) of this Constitution. CHAPTER SEVEN ARTICLE VII: MEETINGS 1. CATEGORIES OF MEETINGS There shall be three major categories of meetings namely: a. Annual General Meeting hereinafter referred to as the AGM b. Special or Emergency Meeting of the Association; and c. National Executive Committee Meetings 2. RULES OF PROCEDURE Annual General Meeting (AGM) The Annual General Meeting shall be held not earlier than the first day of May and not later than the last day of July at such a place as shall be determined by the National Executive Committee The AGM shall be presided over by the Chairperson, and in that person’s absence, by the Deputy Chairperson. In the unavoidable absence of both the Chairperson and the Deputy Chairperson, the NEC shall either postpone the AGM for a period not exceeding one month from the end of July or appoint any other member of the NEC to preside over the AGM. Notice of the Annual General Meeting and provisional agenda shall be circulated at least four weeks before the date of the meeting together with the audited statement of accounts and nomination forms for the election of the new National Executive Committee. Notification of any further matters to be placed on the agenda shall reach the General Secretary in writing not less than one week before the date of the Annual General Meeting. The business of the Annual General Meetings shall be conducted in the following manner: Minutes of the previous Annual General Meeting Matters arising there from Chairperson’s Annual report Financial Report Editor’s Report Matters raised by the National Executive Committee Matters raised by standing/working committees, and/or by any member provided adequate notice has been given as in (c) above. Election of the National Executive Committee and sub-committees (Biennially as applicable) Any other business The outgoing National Executive Committee shall vacate their offices after the Annual General Meeting and hand over to the new Office Bearers within fourteen (14) days thereafter. The AGM shall, at its General Meeting, make specific recommendations to the National Executive Committee for the appointment of an Auditor for the purpose of auditing the accounts of the Association for the forthcoming or current financial year. ii. Quorum (Annual General Meeting) The quorum for the AGM shall be constituted by not less than twenty-five percent (25%) of the paid up members who must be present at the Annual General Meeting, including those voting by proxy. If a quorum is not realized within an hour of the time appointed, the meeting shall be adjourned and be held within a month. Members will be notified of the adjourned meeting either by letter or advertisement in the local media. The agenda of the adjourned meeting shall stand. In the event of such lack of quorum at the following meeting, the members present shall constitute a quorum for all purposes except amendments to the constitution and dissolution of the Association. iii.Voting at Meetings Every paid up member present and those present by proxy shall be entitled to vote, and so shall a single delegate of an institutional member. Any paid up member unable to attend an Annual General Meeting may nominate another member to act as proxy for him/her provided that such nomination is notified to the General Secretary in writing before the Annual General Meeting and the membership card is presented. Any motion brought forward at an Annual General Meeting shall be decided by a simple majority of those present. The Chairperson of any meeting shall have the right to vote in the person’s own right, and where there is a deadlock or stalemate in the voting exercise on any issue or motion, the presiding officer shall have a casting vote. On the demand of any five (5) members, any motion submitted to a meeting shall be decided by a secret ballot. Save as otherwise provided by Article XII of this Constitution the AGM, as constituted, shall also have the power and responsibility of voting on any proposals for the amendment of any provision of this constitution. iv. Special (emergency) General Meetings The General Secretary of the National Executive Committee on the express directive of the chairperson or his/her accredited representative may call a special (emergency) General Meeting at any time of the year for the consideration and determination of any matter requiring urgent and/or immediate attention. Special General Meetings may also be called at the discretion of the National Executive Committee or within three (3) weeks of receipt of a written request by not less than one-fifth of all full members of the Association. The purpose of the Special General Meeting shall be fully stated on the agenda and no other matters shall be discussed. The decisions of the Special (emergency) General Meeting shall be binding as if they have been taken by the Annual General Meeting of the Association. The provisions in Article VII (2) (i) (b) and sub-section (iii) (c) and (e) above shall be valid and applicable to this subsection. v. National Executive Committee Meetings The National Executive Committee shall meet in ordinary session at least once every quarter within the calendar year to perform the duties and exercise the powers ascribed it under Article VI (4) of this constitution The meetings of National Executive Committee shall be presided over by the Chairperson, or in the one’s absence, by the Deputy Chairperson, or in the absence of both of them, by any other member of the National Executive Committee expressly nominated by the Chairperson for such purpose. (i) At least fifty percent (50%) of all the members of The National Executive shall constitute a valid Quorum for its ordinary general meetings, and One-third of its total membership shall form a Valid quorum for all its emergency meetings. Any meeting without a quorum shall be adjourned to such date and venue as members present shall decide. Should there be no quorum after two adjournments; a special meeting of the Executive Committee members present shall be convened to address the issues of the non-fulfilment of a quorum. Where, however, decisions involving the divestiture of the assets, of the Association or any trust estate is to be taken, then at least three quarters of all members of the National Executive Committee shall be present. In this instance, decisions determined shall be unanimous. d. The Executive Committee shall have the power to Formulate its own rules of procedure for its meetings And those of its sub-committees. Such rules shall, However, not be inconsistent with any provision of this constitution. Except matters involving grave financial implications for the Association, decisions of the National Executive Committee shall be determined by a two-thirds majority. i. There shall be voting on all matters where the consensus of all embers is difficult to obtain and the voting shall be by those present and voting. ii. In the event of a deadlock in the first ballot, the presiding officer who shall be a member of the NEC shall, after re-stating the issues involved, call for a second ballot. It there is still a deadlock in the first ballot, the presiding officer who shall be a member of the NEC shall, after re-stating the issues involved, call for a second ballot. It there is still a deadlock after the second voting, then the presiding officer shall exercise the right of a casting vote to resolve the issue. iii. Voting on ordinary general matters shall be by a show of hands while those on sensitive issues or grave financial implications may be by secret ballot. The National Executive Committee shall diligently and expeditiously study all reports submitted to it by other organs or bodies of the Association and where necessary, together with its own report, arrange to submit same to the General Meeting of the membership for consideration. vi. Decision at Meetings The decisions taken at the Annual, the Special (emergency) and National Executive Committee meetings shall have binding effect On all members of the Association irrespective of the non- Attendance of these meetings by any person or persons. vii. Record Keeping a. A minute book shall be kept for each of the meetings of the Association namely, Annual General Meeting, the Special (emergency) Meeting, the National Executive Committee and all other sub-committees that may be established pursuant to any provision of this constitution. b. The Secretary appointed for each or any of the committees or bodies so mentioned in the paragraph (a) above of this sub-section shall enter therein a record of all the proceedings and resolutions taken by any of the meetings in the Minute or Record Book so provided for such purpose. c. Minutes of the various meetings shall be recorded in the English Language and, where it is deemed expedient, in the local language of the area where such local language is most utilized. d. The Minute book of each body or meeting shall be kept in the custody of the respective secretaries for such meetings or bodies and such minutes shall be circulated to all National Executive Committee members and such other persons authorized by the National Executive Committee CHAPTER EIGHT ARTICLE VIII: BRANCHES OF THE ASSOCIATION 1. Establishment i. The National Executive Committee shall approve the establishment of District Branches of the Association within Botswana, save that their number shall not exceed the number of Administrative District created under the Constitution of Botswana. Such branches of the Association shall report to the NEC through the General Secretary, a month before the AGM. ii. A District branch of the Association may be located in a village, town, city or any part of it, or local government area and shall be so established and designated for smooth effective and orderly administration of the Association in all parts of Botswana. 2. Name The name of any District Branch of the Association shall be the same as enshrined in Article 1 of this Constitution save that the name of the specific branch shall be appended after it, for example Botswana Library and Information Association ………. 3. Objects The objects enshrined in Article III of this Constitution shall be fully applicable to all branches of the Association 4. Membership The provision of Article IV of this Constitution shall be applicable to any branch of the Association. CHAPTER NINE ARTICLE IX: OFFICERS: DISTRICT EXECUTIVE COMMITTEE 1. COMPOSITION There shall be a District Executive Committee hereinafter referred to as DEC comprising the following officers: Chairperson as the Presiding Officer Deputy Chairperson General Secretary Assistant General Secretary Treasurer, and Two ex-officio members 2. POWERS AND DUTIES i. The District Executive Committee shall have power to initiate and implement policies and projects in the District in furtherance of all or some of the objects of the Association as contained in Article III of this Constitution. The District Executive Committee shall have power to appropriate the funds of the District on such projects and/or activities as the National Executive Committee shall determine from time to time. a. The District Executive Committee may be constituted as a Disciplinary Committee to receive and inquire into any case or cases of indiscipline of any member of the Association in the District Branch. b. A report of the findings of any such disciplinary inquiry or investigation shall promptly be submitted to the National Executive Committee for appropriate action. Where the offence committed or impropriety on the part of a member warrants a recommendation of expulsion from the Association and/or any of its branches or affiliated bodies, the District Chairperson shall, on the receipt of such recommendation, promptly submit the recommendations with the Chairperson’s written comments directly to the NEC for appropriate action. iv. The District Chairperson or the one’s accredited representative shall preside over all District meetings, including those of the District Executive Committee. The person shall have the power to exercise a casting vote at any meeting whenever there is a stalemate in the voting. v. The District Executive Committee shall perform any other function or duties and exercise powers incidental to their respective offices or as conferred on them from time to time by either the Chairperson of the NEC or by the entire National Executive Committee. 3. TENURE Members of the District Executive Committee shall be elected for a period of one calendar year save as otherwise directed by the National Executive Committee and shall be eligible for re-election on the same principles and basis as the members of the National Executive Committee as contained in Article VI, Section 3 sub-section (ii) of this Constitution. 4. MEETINGS: FREQUENCY, QUORUM AND DECISIONS i. The District Executive Committee (DEC) shall meet for not less than four times during the year. All meetings shall be presided over by the Chairperson or the one’s accredited representative in the Chairperson’s unavoidable absence. ii. Four members shall constitute a valid quorum for all ordinary meetings of the DEC. Special or emergency meetings shall be constituted by not less than three members of the committee. iii.Decisions at all District Executive Committee meetings shall be led by simple majority voting. Notwithstanding this, disciplinary and final appropriation decisions shall be by unanimous vote or consensus. The Presiding Officer shall only have a casting vote in the event of a deadlock in the voting. 5. RECORDS i. Minutes of all DEC meetings shall be recorded in the Minute Book and kept in good and proper custody by the Branch General Secretary or anyone appointed to act n that capacity. ii. Minutes of all previous meetings shall be circulated to reach all DEC members at least seventy-two hours before any ordinary meeting and twenty-four hours before any special emergency meeting. iii.The minutes of all previous meetings shall be read and approved/adopted before the commencement of any new business for the day. 6. SUB-COMMITTEES i. The DEC shall have the power to constitute itself or appoint any other members of the Branch Association in the District to be constituted into a Sub-Committee of the DEC for the purpose of performing any ad-hoc duties that may arise from time to time. ii. Any such sub-committee shall cease to function on the completion of the specific duties or assignment entrusted unto it. iii.Any sub-committee so appointed shall, on the completion of its work, submit a report to the DEC for deliberation(s) and final decision(s), and thereafter the sub-committee shall wind up its operations. CHAPTER TEN ARTICLE X: DISTRICT MEETINGS 1. District Annual General Meeting i. Composition There shall be convened by the District General Secretary, on the advice or directive of the District Chairperson at least one District Annual General Meeting every calendar year. Such meeting shall be constituted by members of the Association in the District who qualify for membership of the Association in terms of Article IV of this Constitution. ii. Quorum A quorum shall be formed for such general meeting to be validly held if at least one-third of all the members of the Association in the District are present. iii. Decisions and Voting a. All matters deliberated upon shall be decided by popular consensus. Where, however, it is not easily discernible what the consensus is, a vote shall be taken either by show of hands or otherwise as the Presiding Officer shall determine depending upon prevailing circumstances. b. All decisions shall be carried by a simple majority of those present and voting who must be sui juris. c. Where there are equal numbers of votes on either side, the Presiding Officer who shall be the District chairperson, or the person’s accredited representative, shall have casting vote. 2. Special or Emergency Meetings i. Where in the opinion of District chairperson, any matter requires urgent attention by all the members of the Association in the District, the Chairperson shall, through the Secretary of District Executive Committee, convene an emergency meeting by giving such notice as is appropriate and convenient in the particular circumstances. ii. The quorum for all valid emergency meetings shall be one quarter of the membership of the Association in the District. iii. Decisions and voting The provisions contained in section 1 (iii) (a), (b) and (c) of this Article shall be applicable to all emergency meetings. 3. Records (Minutes) i. Minutes of all General and emergency/special meetings shall be recorded by the secretary in a minute book. The District General Secretary shall keep proper custody of all such minutes. ii. Where the finances of the District will make it feasible, minutes of all previous meetings shall be circulated to all the members at least three days prior to the commencement of the business of the meeting. Where this is impracticable, due to financial constraints, the Secretary shall slowly read the minutes for the members to write down the relevant points. CHAPTER ELEVEN ARTICLE XI: FINANCE 1. GENERAL FINANCIAL PLAN i. There shall be the establishment of a financial plan for the Association towards the building up of a fund which shall either be for general or special projects or purposes. ii. All money raised by or on behalf of the Association shall be applied for the furtherance of the objects of the Association as enshrined in Article II of this Constitution. iii.The application, utilization, or disbursement of the finances of the Association for any other purpose contrary to the foregoing sub-section (ii) of this Section shall be ultra vires and, thereby, void and of no effect whatsoever. iv. a. Any officer who, either acting individually or in concert with others known or unknown, violates the provisions in this Article of the Constitution shall be liable for the redemption with interest of such misapplied funds and, may, in the discretion of the National Executive Committee be subject to either civil or criminal proceedings or both, towards the recovery of such misapplied funds. b. Where it is established that such officer acted in concert with others, they may be jointly or severally liable. No liability shall, however, attach to any officer in the misappropriation of funds of the Association where such misappropriation was, in the reasonable and honest belief of the officer and in the diligent discharge of such officer’s duty, being applied in furtherance of the objects of the Association. The Association shall not be liable for the illegal acts involving monetary transactions of any of its officers. The financial year of the Association shall be from April of any current year to March of the following year. 2. SOURCES OF FUNDS i. The finance of the association shall primarily be established from membership subscriptions, receipts and profits from income generating ventures that the association may from time to time, embark upon in accordance with Article III of this constitution. ii. Other sources of funding shall be from special ad hoc contributions, or other levies for some specified projects or purposes or from such other legitimate sources as may be determined by the National Executive Committee from time to time. 3. MAINTENANCE OF ACCOUNTS i. The Treasure shall collect and record all membership subscriptions and other forms of income and issue receipts accordingly. ii.The Chairperson or the one’s accredited representative and the Treasurer shall open or cause to be opened on behalf of the association, bank account(s) in any of Botswana’s banking institutions as the National Executive Committee may determine and into which all money realized for and on behalf of the association shall be promptly paid. The association may open and maintain account with any foreign banking institution(s) as may be determined by the National Executive Committee in furtherance of Article III of his Constitution and in accordance with any enacted laws of the Republic of Botswana regarding the operation of foreign accounts. The National Treasurer shall maintain separate books of account for recurrent and capital expenditures. CHAPTER TWELVE ARTICLE XII: AMENDMENTS TO THE CONSTITUTION 1. The Executive Committee or any member shall have the power to suggest amendment(s) to the constitution and rules. 2. Any proposed amendment(s) shall be notified in writing to all members at least three weeks before a vote is taken on it. 3. In order to become operative an amendment shall require the approval of two thirds (2/3) of the members of the association present and voting at a Special General Meeting or an Annual General Meeting. CHAPTER THIRTEEN ARTICLE XIII: DISSOLUTION 1. The association shall be dissolved by a resolution passed at a General Meeting by a vote of two-thirds (2/3) of the whole membership of the Association. Voting by proxy shall apply. 2. If no quorum is obtained, the proposal to dissolve the association shall be submitted to a further General Meeting which shall be held not more than one month later. Notice of the meeting shall be given in writing to all members of the association at least fourteen (14) days before the date of the meeting. The quorum for this second meeting shall be two-thirds of the members present. 3. After dissolution, all properties of the association shall be liquidated. After all debts have been paid, the balance shall be subdivided for charity. If the association is insolvent, members shall be asked to contribute proportionately.