Revised: June 2008
TAMA will endeavor to establish and perpetuate sustainable balance between generation of wealth and value for its members and lead in the provision of value added and strategic services as an Association and will continue identifying, championing and promoting the agro based enterprise diversification in Malawi.
TAMA will take an active role in representing tobacco growers’ interests in Malawi, to ensure profitable production and marketing of their tobacco through provision of such services as research, training, civic education and marketing promotion in cooperation with other countries, organizations and individuals involved or having same interests in tobacco related industries in Malawi and abroad.
P O Box 31360
THE TOBACCO ASSOCIATION OF MALAWI CONSTITUTION
In the interpretation of this Constitution unless inconsistent with the context, words signifying the singular number shall include the plural and vice-versa and words signifying the masculine gender shall include the feminine. And the following words and expressions shall have the following meanings:
1.1.1 Act: shall mean the Control of Tobacco Auction Floors Act, Cap 65:03 of the Laws of Malawi and/or any equivalent legislation as may be promulgated in substitution thereof or in addition thereto.
1.1.2 Association: shall mean the Tobacco Association of Malawi.
1.1.3 Executive Secretary: shall mean the duly appointed Executive Secretary of the Association for the time being.
1.1.4 Congressional Meeting: shall mean the Annual Congress and Special Congresses of the Association.
1.1.5 Council: shall mean the Council in terms of this Constitution.
1.1.6 Area: shall mean a tobacco production area designated and determined in terms of this Constitution.
1.1.7 Area Meetings: shall mean meetings of growers in a particular area covered in terms of this Constitution.
1.1.8 Industry: shall mean the tobacco growing industry in Malawi.
1.1.9 Member: shall mean an ordinary Member of the Association.
1.1.10 Minister: shall mean the Minister to whom the administration of the Act or Acts has been assigned.
1.1.11 Official List: shall mean the official list of registered tobacco growers registered in terms of the relevant Act or Acts, held at the office of the Executive Secretary.
1.1.12 President: shall mean the President of the Association elected in terms of this Constitution. The President shall also be the Chairman of the Executive Committee of Council.
1.1.13 Tobacco: Shall mean all types of tobacco.
1.1.14 The Executive Committee of Council: Shall mean all the appointed members to the Executive Committee of Council including the Chairman/President. The Executive Committee of Council members shall number seven. The Executive Committee of Council shall be responsible for overseeing the running of the Association and that agreed policies are being implemented and will have their duties and term of office spelt out in this constitution.
1.1.15 The Trustees: Shall mean all the appointed members of The Board of Trustees. The Trustees shall number five. The Trustees shall be responsible for safeguarding the interests of the Association so that its long-term sustainability and viability are continuously enhanced
1.1.2 Should any differences or disputes arise with regard to the interpretation of this Constitution or should any matter arise in respect of which there is no specific provision in this Constitution, such differences or disputes or such matter shall be referred to Congress whose decision shall be final.
The name of the Association shall be the Registered Trustees of Tobacco Association of Malawi or in short the Tobacco Association of Malawi (TAMA).
REGISTERED OFFICE AND HEADQUARTERS
The Registered office and Headquarters of the Association shall be in Lilongwe.
ADDRESS FOR SERVICE
The Association’s registered address at which documents may be served shall be TAMA House, Plot Number 13/34, Post Office Box Number 31360, City Centre, Lilongwe 3.
The objects for which the Association is established are generally to promote and develop the tobacco industry in Malawi and to advance and protect the interests of sections and classes of producers in any way that may be desirable to the Association, and without in any way restricting or limiting the general objects, particularly:-
Collect and disseminate information: To collect, provide and disseminate information concerning the industry by means of circulars or through the medium of insertions in newspapers or other written media or by radio broadcasts.
Co-operate with other organizations:To co-operate with other organizations and particularly those having similar objects and to take joint action with a view to furthering and advancing mutual interests.
Affiliate: To federate, affiliate or become associated with other organizations having similar objects.
Research: To encourage, assist and subsidize research into any problems directly or indirectly concerning the industry including, but without prejudice to the generality of the foregoing; the growing, handling and marketing of tobacco.
Representations to Government: To make representations to Government supreme or local either individually or in co-operation with other organizations with a view to promoting and developing the industry or for any other purpose whatsoever.
Introduce or Oppose Legislation: To introduce or oppose or encourage the introduction of or opposition to legislation where the interests of the industry are likely to be affected.
Acquire Property: To purchase, exchange, hire or otherwise acquire any movable or immovable property, and any rights and privileges necessary or convenient for carrying out the objects of the Association
Construct, alter and maintain property: To construct, alter, maintain and repair the Association’s property and buildings required for the purpose of the Association.
Dispose of property: To manage, sell, mortgage, lease, dispose of and turn to account or otherwise deal with the whole or any of the property and rights of the Association.
Invest Money: To invest the money of the Association upon such security, if any, and upon such terms and in such manner as may be deemed expedient.
Borrow Money: Borrow money for the purposes of the Association upon such security, if any, and on such terms as may be agreed upon by the Executive Committee of Council, Finance Committee and Council.
Invest in Value adding technologies: To invest in value adding technologies in order to allow its members access value adding facilities so that they can enhance the value of their final outputs
Investigate and develop markets including export markets: To investigate, test, develop and extend markets for tobacco including developing export markets and link farmers with export markets directly with their value added products.
Genera: To do all such other things as may be deemed to be incidental, expedient or conducive to the attainment of the objects of the Association.
Membership may be ordinary or honorary.
Any person, company, syndicate, club or partnership registered as a tobacco grower in terms of the Act and in accordance with other prevailing legislation shall be enrolled as a member of the Association on voluntary basis and as soon as the Association is informed by the registering authority of such registration.
In case of two or more registered units being owned by one person, company, syndicate, club or partnership, the owner is at liberty to register each registered unit as a member.
Individual or firms not qualifying as in (6.2) above may be admitted to the Association at the discretion of the Executive Committee of Council as Non-Voting Honorary members.
Membership shall be terminated “IPSO FACTO” if in terms of the Act or Acts, a grower fails to register or obtain a tobacco growing and marketing quota and subsequently fails to make membership contribution.
VOTES OF MEMBERS
Only members with identity cards from Auction Holdings, Tobacco Control Commission and/or identities that are recognized during the time of elections shall be eligible to vote. Council may at its discretion introduce own identity card.
No person shall be permitted to vote at any meeting if he has been struck off the official list of Registered Growers.
Only a member or his duly authorized representative is entitled to vote.
Honorary members may attend meetings of the Association or Council and if expressly invited, may take part in debates but they shall have no vote.
Voting by proxy shall be permitted.
The Chairman at any meeting shall have a casting vote as well as a deliberative vote.
All matters for decision at meetings of the Association shall, unless passed unanimously by a show of hands, be determined by a ballot.
GOVERNANCE OF TAMA
BOARD OF TRUSTEES
All the property and effects of the Association shall be vested in the Board of Trustees of the Association.
To ensure full accountability, transparency and good corporate governance, the Executive Committee of Council’s office will be separated from the office of the Board of Trustees.
The Office of Trustees shall be governed by the laws of Malawi as stipulated in Cap 5:02 and Cap 5:03.
There shall be a total of five (5) Board of Trustees for the Tobacco Association of Malawi in any one term and shall hold meetings for the Trustees twice a year where the Executive Committee of Council and the Executive Secretary shall brief the Trustees on the activities of the Association, its assets and liabilities and what the future holds for the Association
The Trustees shall be elected into office at the time the Executive Committee of Council is put into office.
The Trustees must comprise a minimum of two and a maximum of three ex-TAMA Presidents, (as long as they are available and willing), one experienced large grower for burley and one experienced large grower for flue-cured tobacco.
Non availability of the above will warrant Council to nominate any reputable grower(s) having requisite competences and skills that Council may consider fit for the position. The nominated person(s) would have shown interest in the affairs of TAMA.
The Trustees will hold their annual meeting just prior to the Congressional Meeting and will be required to attend the Congressional Meeting. The Trustees will be required to give a report to the Congressional Meeting regarding the viability and sustainability and future of TAMA.
The Trustees may, at its discretion, and shall at the written request of three or more members of the Board of Trustees and within seven days of such request, cause an extraordinary meeting of the Board of Trustees to be summoned to take place at TAMA House.
Any one member of the Board of Trustees will preside over their meeting as elected by the fellow Trustees.
Members of the Board of Trustees shall be paid from the funds of the Association such allowances subject to the approval of the Council and may make provision for the reimbursement of any reasonable expenses incurred by a member of the Board of Trustees in connection with the business of the Board of Trustees.
Any vacancy for the Board of Trustees shall be filled at any convenient time the Council is conducting its normal business
The running of the day to day activities of the Association shall be vested in the seven Executive Committee of the Association who shall be the President, the 1st Vice President, 2nd Vice President and the Chairman of the Finance Committee, the Chairman of the of the Flue Growers Committee in Council and two other Councilors elected to The Executive Committee of Council. The President and the Chairman of Finance Committee will be growers and having impeccable qualifications and competences at time of their election.
The Executive Committee of Council shall have power to institute and defend actions on behalf of the Association.
Any vacancy in the office of Executives shall be filled temporarily by Council pending the five year appointments of the Executive Committee of Council.
The Executive Committee of Council shall serve a five-year term and shall be eligible for re-election but they shall not serve for more than two terms consecutively in any one position unless Council votes in a secret ballot by a three-quarter majority for extension. The Executive Committee of Council shall run the Association on non- executive basis whereby the responsibility of the day to day running of the Association’s affairs shall be left to the Executive Secretary duly appointed by the Executive Committee of Council.
The President or Chairman of the Association shall have requisite qualifications for him / her to be considered for the position. These shall include but not limited to:
1. Those with impeccable leadership track record and skills.
2. Preference to be given to those with personal sound financial backing, a grower and those who have good and strategic leadership vision.
3. If a member of the Executive Committee of Council acquires any pecuniary interest, direct or indirect, in any contract, proposed contract or other matter and is present at a meeting of the Executive Committee of Council at which the contract, proposed contract or other matter is the subject of consideration, by the Executive Committee of Council, he/ she shall at the meeting, as soon as is practicable after the commencement of the meeting, disclose the fact to the Executive Committee of Council, and shall not take part in the consideration or discussion of or vote on the any question with respect to, the contract or other matter disclose.
4.For the better carrying into effect of the purposes for which the Association is established, the Executive Committee of Council may establish such number of committees as the Executive Committee of Council shall deem appropriate to perform such functions and responsibilities as the Executive Committee of Council shall determine subject to the directions of Council.
5. The Executive Committee of Council shall report to the Council, which is supreme regarding the activities of the Association
6. The Executive Committee of Council, may in its discretion, at any time and for any length of period, co-opt any person, in his capacity as an authority in the particular subject area, as an ex-officio to attend any deliberations of the Executive Committee of Council, but such person shall not be entitled to vote on any matter at any meeting of the Executive Committee of Council.
VACATION OF MEMBERS FROM OFFICE AND THEIR NON ELIGIBILITY
No person shall be eligible as a Executive Committee member and if appointed shall forthwith cease to act as an Executive member;
-if he is an undischarged bankrupt; or his estate is assigned, surrendered; or
-if he makes any arrangements with his creditors generally; or if he becomes mentally or physically incapacitated
The office of a member, other than a member ex-officio, shall be vacated when:
Upon the expiry of his / her appointment period
Upon his death
If he is adjudged bankrupt
If he is sentenced for an offence against any written law to a term of imprisonment.
If he is convicted of an offence involving fraud or dishonesty
If he is absent, without the permission of the Executive Committee of Council, from three consecutive meetings of the Executive Committee of Council of which he has had notice
Upon the member giving notice in writing of his intention to resign from his office.
MEETINGS OF THE EXECUTIVE COMMITTEE OF COUNCIL
1 The Executive Committee of Council shall meet at TAMA House at such time or times as the Chairman may determine and shall meet at least once in every 3 months, and these shall be called ordinary meetings.
2 The ordinary meetings of the Executive Committee of Council shall be convened by at least seven days written notice to the members by the Chairman and the Chairman may, at his discretion, and shall at the written request of four or more members of the Executive Committee of Council and within seven days of such request, cause an extraordinary meeting of the Executive Committee of Council to be summoned to take place at TAMA House.
3 The Chairman, or in his absence the 1st Vice Chairman or President shall preside at the meetings of the Executive Committee of Council, and the quorum at any Executive meeting shall be at least 4 members of the Executive Committee of Council
4. I n the absence of both the Chairman and his 1st Vice Chairman, the 2nd Vice Chairman shall preside over the meeting, having formed a quorum.
5 Minutes of each meeting of the Executive Committee of Council or a committee of the Executive Committee of Council shall be kept by the Executive Secretary and shall be confirmed at the succeeding ordinary meeting
6 At any meeting the decision of the Executive Committee of Council on any matter shall be that of the majority of the members present and voting and at all such meetings the person presiding, shall have, in the event of an equality of votes, a casting vote in addition to his deliberative vote
REMUNERATION AND EXPENSES OF MEMBERS OF THE EXECUTIVE COMMITTEE
Members of the Executive Committee of Council shall be paid from the funds of the Association such allowances as the Executive Committee of Council, subject to the approval of the Council, determine and the Executive Committee of Council may make provision for the reimbursement of any reasonable expenses incurred by a member of the Executive Committee of Council or of a Committee of the Executive in connection with the business of the Executive Committee of Council or the Committees.
FUNCTIONS AND POWERS OF THE EXECUTIVE COMMITTEE OF COUNCIL
In order to achieve the purposes of the Association, the functions and powers of the Executive Committee of Council shall be:
-Monitor the operations and activities of the Association
-Liaise with other stakeholders including Government on activities that will affect and improve the welfare of the Association members
-Advise Council on matters that will improve the sustainability and viability of the Association
-Recommend to Council strategic services that should be introduced in order to serve the Association members
-Prescribe measures for preventing erosion of the Association’s financial position
-Prescribe measures for promoting the Association’s financial position
-Prescribe measures for promoting partnership linkages with other stakeholders including promoting public relations with all stakeholders including Government
-Ensure that Management carry out effective running of the Association on day to day basis and that aspirations and expectations of the Association’s members are being met expeditiously
-Do all such things as necessary for achieving the purposes for which the Association was established
-The Executive Committee of Council shall be responsible and accountable to the Council for ensuring efficiency, transparency and propriety in allocation and utilization of the Association’s funds, the conduct of its Business, the operations and activities of the Association
-The Executive Committee of Council shall, at such intervals as the Council may in writing require, submit to the Council reports and financial statements, in such form as the Council may determine, regarding the operations and activities of the Association and the Executive Committee of Council.
-The Executive Committee of Council shall submit an annual budget to the Council for approval, outlining a comprehensive plan of action for the improvement of finances and the Association’s equity position and shall review the Association’s operations and activities
The Executive Committee of Council shall appoint Management staff of the Association on such terms and conditions as the Executive Committee of Council shall, in its discretion, determine.
The Management staff shall be responsible to the Executive Committee of Council for the general performance of the functions and the activities and operations of the Association.
The Executive Committee of Council shall appoint such other professional, technical and administrative officers as the Executive Committee of Council may deem necessary, subject to such terms and conditions as the Executive Committee of Council shall determine.
The Executive Committee of Council shall, subject to the approval of the Council pay to every person in its employ such remuneration and allowances and grant to every person such fringe benefits as it deems appropriate
The Association may provide for persons in its employ or their dependants, by means of insurance with an insurance company or a pension or provident fund or in any other manner, pecuniary benefits upon retirement, death or termination of service or in the event of illness or injury.
ELECTION OF COUNCILORS
The operations of the Association shall be vested in the Council as a supreme Corporate Governance body which shall consist of Councilors duly elected at Area Meetings of the elections, if a vacancy arise in an area, the Alternate Councilor will act until such a time when there is an Annual Area meeting when elections will be held. Only registered tobacco growers with identity cards from Auction Holdings, TCC and/or identities that are recognized during the time of elections shall be eligible to vote for a
Councilor or its Alternate at such a meeting. Council may at its discretion introduce own identity card. In addition to these cards, Secretariat shall provide authenticated TAMA paid-up membership list for the area.
Councilors and their Alternate who are bona fide voluntary paid-up members of the association shall be elected at Area meetings to represent growers of all types of tobacco or groups of tobacco growers.
Every elected Councilor and his Alternate shall be at least a grower of tobacco. In the event of ceasing the growing of tobacco, he can no longer continue as a Councilor or as Alternate Councilor
Every Candidate for Councilor and Alternate Councilor shall at the Area Meeting where the elections are to be conducted deliver to the Executive Secretary of the Association or his/her representative evidence that:
s/he has attained the minimum of a Junior Certificate of Education qualification or above; or in its absence, he has attained a reasonable experience as a Councilor and has the capabilities of representing tobacco growers in his area s/he is able to speak and read the English language well enough to understand and know the best interests of the Association and take an active part in the proceedings at Council Meetings of the Association; but the use of national language may be accepted, and s/he is currently a registered tobacco grower with the Tobacco Control Commission and is growing tobacco year on year and is a voluntary member of the Association.
Those who have worked with the community and or corporate organizations at leadership positions will have an added advantage No person shall be qualified to be elected Councilor if he has within the last 7 (seven) years been convicted by a competent court of a crime involving dishonesty or moral turpitude.
In addition, representatives of large organizations producing more than half million kilograms of tobacco annually shall upon producing evidence of their production and membership to the Association sit on Council and have the same rights and privileges as any other elected Councilor.
Councilors and their Alternates shall serve for a period of five years and shall be eligible for re-election if they are still tobacco growers.
Newly elected Councilors their Alternates and Delegates shall take up their appointments at the first Council Meeting after the Annual Congress. A member elected to take the place of a Councilor who has resigned shall take up office immediately after being elected.
Council shall determine and de-limit various areas and determine the number of Councilors to represent growers in each area as determined by the size of the area, amount of tobacco produced and/or levy contributions to the Association.
The number of Areas and their delimitations shall be recorded as an addendum to this Constitution and may be reviewed and altered by a resolution of Council passed by two-thirds of the Councilors.
Delegates to the Annual Congress shall be bonafide voluntary paid-up members of the Association who shall be elected at Annual Area Meetings and shall serve for five years, and shall be eligible for re-election.
After each five year term, Councilors shall elect from amongst themselves a President, 1st Vice President, 2nd Vice President, Finance Chairman and Deputy Finance Chairman and two other councilors as members of the Executive Committee of Council at the first Council Meeting after the Annual Congress or at the first Council Meeting after any of the positions falls vacant.
Councilors representing flue-cured tobacco growers will form their own Committee especially to look after the interest of flue-cured tobacco growers.
A member shall seize to become a Councilor, Alternate Councilor or Delegate if he/she is unable to carry out his/her duties due to ill-health for a continuous period of six months and new election shall be held in the area to replace him.
POWERS OF COUNCIL
The business and affairs of the Association will be managed and controlled by the Council through the Executive Committee of Council which shall, without restricting or limiting the generality of its powers but subject always to the approval of the Council where such approval is required by law, and the Finance Committee where the proposed decisions have financial implications, have the following powers:
To pay any funds of the Association to any person who, in the opinion of Council, is in a position to utilize such money for the general benefit of the industry and to expend the funds of the Association for the general benefit of the Association and the industry.
To appoint, remunerate and remove employees or agents of the Association.
To grant pensions, gratuities and annuities to employees and ex-employees of the Association or to the widows and dependents of such employees.
To purchase, exchange, hire or otherwise acquire in the name of the Association any movable or immovable property and any rights or privileges necessary or convenient for the purpose of the Association.
To construct, alter, maintain and repair any Associationbuilding required for the purpose of the Association.
To manage, sell, lease, mortgage, dispose of and turn to account or otherwise deal with any part of the property of the Association.
To petition the Government in the name of the Association.
To pass by-laws for the regulation of the business of the Association
To assist, by whatsoever means it considers desirable, any other organization to which the Association may be affiliated.
To institute, conduct defend, compound and abandon any legal proceedings by and against the Association and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by the Association.
Subject to the approval of the Finance Committee to borrow moneys and cause moneys to be raised temporarily or otherwise, for the purpose of the operations of the Association for the fulfillment of any one or more of the objects of the Association or for any purpose which the Council may consider in its discretion is conducive to the attainment of any object which is necessary or reasonably ancillary to the objects of the Association.
To enter into such contracts and do all such acts and things as they think expedient for the purpose of the Association.
Contracts and documents entered into thereafter by and/or on behalf of the Association shall be signed by President or any of the two Vice Presidents and countersigned by the Executive Secretary. In the event of non-availability of the President and any of the two Vice Presidents the Council shall be empowered to authorize any person or persons either generally or specifically to executive such contracts.
To make such provision for the payment of expenses and allowances to members attending meetings of Council, Congress, sub-committees and other authorized meetings and to expend generally the funds of the Association in its discretion to the best advantage of the Association and the industry.
To elect or otherwise appoint members to Committees of Council and Representatives to other bodies:
Council shall elect 5 members to the Finance Committee with the Vice Chairman being a Councilor representing flue-cured tobacco growers.
Council shall elect a Chairman and three other members to the Executive Committee of Council of the Agricultural Research and Extension Trust, one of which shall be a Councilor representing flue-cured tobacco growers. The Chairman shall be an experienced large grower and a Councilor.
Council shall elect representatives to sit on the Executive Committee of Council of the Tobacco Control Commission to represent them.
Council shall elect representatives to theAuction Holdings Limited Board besides the President who shall automatically become TAMA’s representative on that Board.
Council shall elect or appoint members to any other Committees of Council and representatives on other bodies as necessary.
The Executive Committee of Council of Directors shall have the powers to suspend any Councilor or member whose conduct has contravened or is in conflict with the good running of the Association. The matter shall then be referred to the respective Areas and Council.
ENQUIRIES BY THE COUNCIL
If the Council has reasonable cause to suspect that The Executive Committee of Council has failed to observe or perform any of the duties or obligations conferred or imposed upon it by this constitution, or the Executive Committee of Council has not or performed any act, matter or thing without due authority, the Council may, in its discretion appoint a committee of persons within the Council and including professionals from outside the Council to be referred to as Committee of Inquiry to inquire into such matter
The committee of inquiry shall determine its own procedure but the Council may, if it deems fit, define the terms of reference for the Committee of inquiry
If upon an inquiry, under this section, the Council is satisfied that the Executive Committee of Council or any of its members has done or suffered any acts, matters or thing referred to in this section, the Council may order in writing, require the Executive Committee of Council to remedy the same within such time as the Council may appoint.
If the Executive Committee of Council fails to comply with the order from the Council, the Council may:
Suspend the Executive Committee of Council for such a period as it thinks fit
Remove from office all or any of the members, and in its discretion, appoint new members
MEETINGS OF COUNCIL
The Council shall meet 3 times in a year for the purpose of transacting the business of the Association. These meetings shall be held as follows; a meeting prior to the tobacco marketing season, a meeting just prior to the annual congress and another meeting to approve the Association’s budget
In the event of new elections, the Elections shall take place in all Associational Areas by 31st March, Council shall be constituted in the meeting which is supposed to take place just prior to Marketing season and old Executive Committee shall preside over that meeting up until June where handovers will have to be made.
The elections of the new Executive Committee and Board of Trustees shall take place prior to the Congressional meeting.
An extraordinary meeting may be convened at the request of the President or any 10 members of Council depending on the need.
The President or Chairman of the Executive Committee of Council shall be the President of Council and of the Association and shall preside at the Council Meetings or in his/her absence, any of the two Vice Presidents, and in the absence of the President and both of the two Vice Presidents, any Councilor who the meeting may elect.
Each Councilor shall have one vote provided that the President shall have both a deliberative vote and a casting vote.
The Council may make regulations for the conduct of its meetings and transaction of its business.
A quorum at a meeting of Council shall be one half of the total number of elected Councilors.
At least seven days notice of any meeting of Council shall be given to all Councilors.
In the event of an emergency meeting of Council telegraphic Advice, e-mail, telephone, which case may be, shall be sent to all members of Council at least seventy-two hours before the time of the meeting.
A Councilor who absents himself from two (2) consecutive meetings without valid reasons will be deemed unable to adequately represent growers of his Area and shall be deemed to have constructively resigned from his seat on the Council and a new election shall be held in the Area to replace him.
ANNUAL CONGRESS AND AREA MEETINGS
The Annual Congress of the Association shall be held during the month of JUNE in every year.
At the Annual Congress the President on behalf of the Council shall present a Report on the affairs of the Association. The audited Accounts and Balance Sheet of the Association as at 30th day of September preceding shall also be presented at the Annual Congress.
Time shall be allowed on the Agenda for the debate on the President’s Report and the Audited Accounts.
All motions for resolutions discussed at the Annual Congress shall emanate from either the Council or the Area Meetings held in terms of this Constitution.
Area Meetings and Appointments of Delegates and Alternates
Each year a meeting shall be convened in each and every Area and shall be attended by the Executive Secretary or his appointee and Councilors and members for that Area. Such meetings shall take place not later than 30th April.
Additional meetings may be convened as and when required.
Notice of the Meeting shall be sent by post to every member in the Area on the official list at least fourteen days prior to the date of the meeting.
Business of the Annual Area Meetings shall include:
- hear a resume of the Association’s activities during the preceding year.
-To elect Councilors, Alternates and delegates if vacancies exist.
-To debate and agree on any resolutions that the Area may decide to bring to the Annual Congress.
-To conduct any other business thought desirable.
At all Congressional Meetings:-
50 Percent of members who are entitled to attend and vote shall form a quorum.
The Association’s President shall preside or in his absence, the Vice Presidents and in the absence of the two Vice Presidents, any Council member present who the meeting may select shall preside.
Every question submitted to a Congressional Meeting shall, unless passed unanimously by a show of hands, be decided by a ballot. The President shall have a deliberative vote as well as a casting vote.
A ballot may be demanded by any 15 members who are entitled to vote.
If a ballot is demanded as aforesaid, the result of the ballot shall be deemed to be the resolution of the meeting.
Any resolution passed at a Congressional Meeting shall be binding on the Association and Council save and except if Council is of the opinion that it would be impossible or inadvisable to put it into force.
The following persons shall have the right to attend and vote at Congressional Meetings: The Area Councilors, the Alternate Councilors plus one other grower from each Area who shall be members themselves entitled to vote and who shall have been elected by a majority vote at Area Meetings. Where an Area appoints an alternate or delegates such alternate or delegates shall only have the right to attend and vote if the delegate to whom he is appointed as an alternate is unable to attend.
The Trustees shall also report at every Congressional meeting the long-term sustainability and viability of the Association
The following persons shall speak only with consent of the meeting or upon request from the President:
All members, who shall speak only with the consent of the Meeting or upon the request from the President.
Such visitors as the Council may invite who shall speak only upon the request of the President.
It shall be the duty of Councilors to ensure that the Executive Secretary knows the names of the delegates and any alternates appointed to represent the Area.
After every Congressional Meeting, the Executive Secretary shall send to every member on the official list, notice of decisions taken at the Meeting.
TERMS OF REFERENCE FOR THE COUNCILORS
The duties of Councilors shall be to promote and safeguard the interests and objects of the Association and to represent the interests of members in their area. Without prejudice to the generality of the foregoing, Councilors shall:
20.1 Represent their designated area in all Council and Annual Congress meetings
20.2 Inform members in their areas of developments, programs and activities of the Association
20.3 Deal with or forward to Council or Annual Congress meetings the queries, questions, suggestions, comments, or complaints of members in their designated areas
20.4 Act as informational conduits between the members, the Council and the Secretariat
20.5 Mediate and disseminate marketing information for diversity of crops for the benefit of members to make informed decisions when selling their produce.
20.6 Recruit additional members in the area to increase the membership base and thereby increasing levy contributions to enhance financial position of TAMA.
20.7 Mobilize members in their area to join TAMA Hessian scheme and also in liaison with the Secretariat make sure that Hessian members are getting value added services
20.8 Invite guest speakers, subject matter specialists from allied organizations such as ARET, TCC, AHL, etc or goods and service providers to inform and educate growers in the area and discuss issues of mutual interest.
20.9 Send written reports of all meetings to the Executive Secretary of the Association within 14 days from the date of the meeting indicating agenda, minutes and/or resolutions of the meeting.
20.10 Be the Patron and the Alternate Councilor the Vice Patron of the TAMA Cooperative Societies in their areas.
20.11 In collaboration with the Secretariat draw up activities that will enhance the livelihood of members in the area.
20.12 In collaboration with the Secretariat monitor progress of all activities by the Association in their areas such as Satellite depots.
20.13 Mobilize members and communities to attend meetings by the Association and Partners or interest groups for the benefit of the members.
20.14 In liaison with the Cooperative Committees, facilitate bulk purchasing of farm inputs and bulk produce marketing.
20.15 Institute Marketing Sub-committee in their area to oversee marketing issues such as contract marketing, contract growing, etc.
20.16 Any other duties assigned from time to time by the Council and The Executive Committee of Council.
21.0 EXPECTED PERFORMANCE LEVELS OF THE COUNCILLORS
21.1 A highly informed Councilor and Alternate Councilor on the problems, successes and progress of activities taking place in their area.
21.2 Attending to and solving the problems facing their representatives in the area.
21.3 Effective participation in the deliberations at Council and Annual Congress meetings.
21.4 Effective participation in the implementation of activities and projects in their respective Areas.
21.5 Initiate and promote the activities that will increase active TAMA and Hessian membership base in the Area.
21.6 In liaison with the Secretariat, initiate and promote partnerships and linkages of all active cooperatives in their area with strategic service providers, donors and government agencies
21.7 Each tobacco designated area must contribute annual levy to the association of not less than US$10, 000. Council shall elect a sub-committee to appraise the area(s) for failing to achieve the target. The sub-committee may submit its recommendations to Council whether to merge the area(s), complete dissolution, or otherwise.
22.0 REPORTING STRUCTURES
22.1 All Councilors shall report to Executive Committee of Council and to Council on problems and achievements in their respective Areas.
22.2 All matters that require immediate attention of the Secretariat shall be reported and addressed to the Executive Secretary.
23.1 The remuneration of Councilors and Alternates shall be as stipulated by Executive Committee and approved by Council from time to time.
23.2 The extra incentives as remuneration and rewards shall be according to the performance of the Councilor and its contribution to the Association in form of levies emanating from increased production and/or membership in their Areas of representation.
23.3 All areas shall receive a developmental area quarterly allowance and other incentives as may be prescribed from in 23.2 above.
23.4 The Councilor will benefit from the End of Season Gratuity (ESG) of all the depots that have reached and even surpassed the targets in his/her area. This will be determined by Management after taking into consideration total achievements for the Councilor’s area on a seasonal basis.
24.0 THE FINANCE COMMITTEE
There shall be a Finance Committee of the Association.
The Finance Committee shall comprise:
The Chairman who shall be a prominent grower in his own right of tobacco in Malawi; and
The Vice Chairman who shall be a grower of second (in terms of volume) type of tobacco grown in Malawi;
Three Committee Members.
24.3 The Chairman, Vice Chairman and Members of the Finance Committee shall be people who have demonstrated and have abilities to understand Financial and Accounting matters.
The Council may elect to the Finance Committee members of the Association who are not Councilors but who can assist the Association by virtue of their special skills and competencies in the field of Finance and Accounting.
The Chairman, Vice Chairman and Members of the Finance Committee shall be elected at the first Council Meeting after the Annual Congress and shall hold their offices for a term of five years unless they are removed in accordance with this Constitution.
No member of the Finance Committee shall serve for more than two terms consecutively in any one position unless Council votes by a three-quarters majority for extension.
The Council shall have power to fill vacancies in the Finance Committee provided that the term of office of members who fill such vacancies shall come to an end at the same time as the term of the original office holder would have.
25.0 DUTIES OF THE FINANCE COMMITTEE
The duties of the Finance Committee shall be:
To ensure that the Association is financially stable and healthy; and
To ensure that the funds of the Association are put to proper use in accordance with the objects of the Association by instituting risk management policies and strong internal controls; and
To formulate prudent financial policies for the Association and to ensure that such policies are followed
To ensure that the Accounts of the Association are audited annually in accordance with applicable legal requirements and International Accounting Standards.
To approve Budgets for the Association.
To ensure that the Association operates within its budget.
To act as a remuneration and audit committee.
26.0 THE EXECUTIVE SECRETARY
26.1 There shall be an Executive Secretary appointed by the Executive Committee of Council in accordance with this Constitution. The Executive Secretary shall attend, as an ex-officio all meetings of the Executive Committee of Council, Finance Committee and such other meetings as he may be directed to attend.
The Executive Secretary shall be the Chief Executive Officer of the Association and shall be responsible for the day-to-day operations of the Association. In addition to duties customarily performed by an Executive Secretary he shall:
Ensure that the affairs of the Association are managed in a competent manner.
Maintain correct and accurate account of all the books of accounts, records, assets, property and liabilities of the Association.
Ensure compliance with all directives of the Executive Committee of Council and the Finance Committee.
Recommend to the Executive Committee of Council the appointment of the support management and staff as the budget permits and shall be responsible for their supervision, training and performance of duties as assigned in the organization chart to achieve the goals and objectives of the Association within the policies and general directives approved by Council.
Subject to the approval of the Executive Committee of Council and subject to budgetary limitations, employ and fix the remuneration of the employees of the Association.
Convene meetings and prepare agendas subject to the direction of the Executive Committee of Council.
Keep minutes of all meetings.
Prepare and sign all official correspondence and give due notice of meetings.
Submit to the Finance Committee quarterly financial statements showing the financial position of the Association.
Cause the books of accounts to be audited at least once a year by qualified auditors.
Perform such other duties as he may be directed to perform by the Executive Committee of Council.
RECORDS AND ACCOUNTS
The Council through Management shall cause true records to be kept of all proceedings at Congressional Meetings and at Council, Committee and Area Meetings.
Minutes of Congressional Meetings shall be signed by the President of the Meeting and the Executive Secretary or any of their deputies who was present at the Meeting. Thereafter such Minutes shall be accepted as a true record unless there is a manifest error therein.
Minutes of all Meetings other than Congressional Meetings after being confirmed shall be signed by the Chairman of the Meeting confirming the Minutes. Thereafter such Minutes shall be accepted as a true record unless there is a manifest error therein.
The Council through Management shall cause true Accounts to be kept of all moneys received and expended by the Association, and the matters in respect of which such receipts and the expenditure take place, and of the assets, credits and liabilities of the Association. The books of Accounts, Minute books and records shall be kept at the registered office of the Association or at such other place as Council shall decide.
The account books, agreement, correspondence, minute books, receipts and vouchers shall be available for inspection by members or others authorized by the Executive Committee of Council.
The Financial year of the Association shall be from 1st October to 30th September in the following year. Copies of the audited Accounts and Balance Sheet shall be posted to all members with the notice conveying the Annual Congress.
The Association is non-profit making and none of its funds shall be paid directly by way of dividends, bonds or otherwise to members provided that nothing herein contained shall prevent the payment in good faith of expenses or remuneration to any member for services rendered or expenses incurred or repayment of capital and payment of interest to members for money borrowed from them.
The funds of the Association shall be provided by sums placed at its disposal in terms of the Act and the Tobacco Act and any such other funds as may be provided by grants, donations, requests or form any other sources whatsoever.
The funds of the Association shall be banked or invested in the name of the Association with such banks and financial institutions as the Executive Committee of Council and the Finance Committee may from time to time determine.
Cheques, drafts, bills and other negotiable documents shall be signed by the Executive Secretary and in his absence the Chairman of the Finance Committee and countersigned by the Chairman of the Finance Committee or, in his absence, any other Executive.
The funds of the Association shall be applied solely in carrying out the objects of the Association, including the payment of pensions, gratuities and annuities. On the dissolution of the Association, as hereinafter provided, any funds remaining after payment of the Association’s liabilities shall be applied to such objects calculated to promote generally the interests of tobacco growers as the Council may determine.
The Council shall appoint auditors annually and agree on their remuneration.
REMOVAL OF OFFICE BEARERS/EXECUTIVE COMMITTEE
The President or any other office bearer shall cease to hold office when he/she:
Voluntarily resigns; or
Does not have a current tobacco grower’s licence; or
Is convicted by a competent court of a crime involving dishonesty or moral turpitude; or
Becomes unable to carry out his duties due to ill- health for a continuous period of six months; or
Has been declared to be of unsound mind by a competent medical practitioner; or
Has been adjudged bankrupt by any law applicable to the Republic of Malawi.
In addition, the President, 1st Vice President, 2nd Vice President and the Chairman of the Finance Committee may, on good cause being shown, be removed or suspended from office by the Council provided that no such removal shall take effect except on a resolution passed by a majority of three-fourths of the members of the Council present at a meeting of the Council and providing that at least fourteen days notice has been given intimating that such removal will be proposed and the office bearer/director shall be given an opportunity to defend himself at the Meeting.
In the event of any aforementioned office bearers/directors being removed from office, the Council may elect a Councilor in his place. The Councilor so elected shall hold office only until the termination of the period for which the previous incumbent was appointed.
This Constitution shall not be altered or amended save by a resolution duly passed at a Congressional Meeting by a majority of not less than three-fourths of the votes taken at the Meeting.
No Trustee, Councilor or officer of the Association shall be liable for the acts or omissions of any other Councilor, officer or member of any Committee appointed by Council from time to time, or by reason of his having joined in any receipt of money not receivable by him personally or any loss of account or defect of title to any property acquired by the Association, or an account of the insufficiency of any security in or upon which monies of the Association shall be invested or for any loss incurred through the act or default of any banker, broker or any other agent or upon any ground whatsoever other than his own willful acts and defaults.
The Association may be dissolved whenever it has passed a resolution in favour of dissolution by a majority of three-fourths of the members present and entitled to vote at a Special Congressional Meeting called for the purpose of which thirty days notice specifying the intention to propose such resolution has been given.
E COMMON SEAL
The Common Seal shall be held in safe custody in the offices of the Association. The Seal shall be fixed in the presence of Two Trustees and the Two Trustees shall set their hands as witnesses of the Seal having been affixed.
This Constitution shall replace the previous Constitution and shall take effect on 28th June 2008.
A.1 Association Areas
For the purpose of the election of Councilors, Alternate Councilors and Delegates to the Congressional Meetings the country shall be divided into the following areas:
A.2 COMPOSITION OF COUNCIL
The Council shall comprise:
3 Councilors to be elected by Flue-Cured Tobacco growers as follows:
Area comprising Big growers in Southern region – One Councilor
Area comprising Kasungu, Mchinji and Ntchisi districts – One Councilor
Area comprising Mzimba and Rumphi districts – One Councilor
19 Councilors to be elected by smallholder clubs, small and medium estates for Burley, NDDF and flue-cured tobacco growers as follows:
Area comprising Zomba, Phalombe, Mulanje, Thyolo and Chiradzulu Districts – One Councilor
Area comprising Blantyre, Mwanza, Neno, Chikwawa, Phalula, Manjawira, Balaka districts – One Councilor
Area comprising Machinga District – One Councilor
Area comprising Namwera, Makanjira and Mangochi District – One Councilor
Area comprising Bwanje valley, Nankumba, Chilipa, Ntcheu and Dedza districts– One Councilor
Area comprising Dedza district– One Councilor
Area comprising North West Lilongwe District – One Councilor
Area comprising South East Lilongwe District – One Councilor
Area comprising Mchinji District – One Councilor
Area comprising Dowa East – One Councilor
Area comprising Dowa West – One Councilor
Area comprising Salima and Nkhotakota Districts – One Councilor
Area comprising Ntchisi District – One Councilor
Area comprising East Kasungu – One Councilor
Area comprising West Kasungu – One Councilor
Area comprising South Mzimba District and Nkhatabay – One Councilor
Area comprising North Mzimba District, Viphya and Chikangawa – One Councilor
Area comprising Rumphi District – One Councilor
Area comprising Karonga and Chitipa Districts – One Councilor
1 Councilor to be elected by large Flue-Cured and Burley tobacco growing organizations and estates producing more than half Million Kilograms of tobacco annually – One Councilor.
FIRST PUBLISHED IN 1984
REVISED IN 1994
REVISED IN JUNE 2000
REVISED IN JUNE 2006
This Edition :Since 28th June 2008.