First Schedule (Sections 3 (2) and 5 (6))
Part I – Administration of the Board
1.Seal of Institute(1)The seal of the Institute shall be a device as may be determined by the Institute and shall be kept by the Director-General.(2)The affixing of the seal shall be authenticated by the Chairperson or Vice-Chairperson and the Director-General, or any other person authorised in that behalf by a resolution of the Board.(3)A contract or instrument which, if entered into or executed by a person not being a body corporate, would not be required to be under seal, may be entered into or executed without a seal on behalf of the Institute by the Director-General or another person generally or specifically authorised by the Board in that behalf.(4)A document purporting to be a document under the seal of the Institute or issued on behalf of the Institute shall be received in evidence and shall be deemed to be, so executed or issued, without further proof, unless the contrary is proved.2.Tenure of office of a member and vacancy(1)Subject to the other provisions of this Act, a member of the Board shall hold office for a period of three years from the date of appointment and may be reappointed for a further like period but shall not successively hold office for more than two terms.(2)The office of a member of the Board becomes vacant if that member of the Board—(c)is absent from three consecutive meetings of the Board of which that member of the Board has had notice, without the prior approval of the Board;(e)is legally disqualified from performing the duties of a member of the Board;(f)is convicted of an offence under this Act or any other law; or(g)ceases to represent the institution that nominated that member of the Board.(3)Subject to the other provisions of this Act, a member of the Board shall, on the expiration of the period for which the member of the Board is appointed, continue to hold office until another member of the Board, is appointed to succeed that member of the Board, but in no case shall the member of the Board hold office for more than three months after the expiration of the member’s term.(4)The Minister shall, where the office of a member of the Board becomes vacant, appoint another person in place of the member of the Board who vacates office, and the member shall hold office for the remainder of the term.3.Proceedings of Board(1)Subject to this Act, the Board may regulate its own procedure.(2)The Board shall meet for the transaction of business at least once every three months at a place and time that the Board may determine.(3)A meeting of the Board may be called by the Chairperson on giving notice of not less than fourteen days and shall be called if not less than one-third of the members of the Board so request, in writing, except that if the urgency of a particular matter does not permit the giving of that notice, a special meeting may be called on giving a shorter notice.(4)Six members of the Board shall constitute a quorum at a meeting of the Board.(5)There shall preside at a meeting of the Board—(b)in the absence of the Chairperson, the Vice-Chairperson; and(c)in the absence of the Chairperson and the Vice-Chairperson, a member of the Board that the members of the Board present may elect from amongst themselves for the purpose of that meeting.(6)A decision of the Board on any question shall be determined by a majority of the votes of the members of the Board present and voting at the meeting and, in the event of an equality of votes, the person presiding at the meeting shall have, in addition to a deliberative vote, a casting vote.(7)Where a member of the Board is, for any reason unable to attend the meeting of the Board, that member of the Board may, in writing, nominate another person from the same organisation to attend the meeting in that member’s stead and that person shall be considered to be a member of the Board for purposes of that meeting.(8)The Board may invite any person whose presence is, in its opinion desirable, to attend and to participate in the deliberation of a meeting of the Board, but that person shall have no vote.(9)The validity of any proceedings, action or decision of the Board shall not be affected by any vacancy in the membership of the Board or any defect in the appointment of any member of the Board or by reason that any person not entitled to do so, took part in the proceedings.(10)The Board shall cause minutes to be kept of the proceedings of every meeting of the Board and of every committee of the Board.4.Committees(1)The Board may constitute committees that it considers necessary and delegate any of its functions to these committees.(2)The Board may appoint as members of a committee, persons who are, or are not members of the Board, except that at least one member of a committee shall be a member of the Board.(3)A person serving as a member of a committee shall hold office for a period that the Board may determine.(4)Subject to any specific or general direction of the Board, a committee may regulate its own procedure.5.AllowancesA member of the Board or a member of a committee of the Board shall be paid allowances that may be determined by the Emolument Commission, on recommendation of the Minister.6.Disclosure of interest(1)A person who is present at a meeting of the Board or a committee of the Board at which any matter is the subject of consideration, and in which that person or that person’s relative or associate, is directly or indirectly interested in a private capacity shall, as soon as practicable after the commencement of the meeting, disclose that interest and shall not, unless the Board or the committee otherwise directs, take part in any consideration or discussion of, or vote on, any question relating to that matter.(2)A disclosure of interest made under this paragraph shall be recorded in the minutes of the meeting at which the disclosure is made.(3)A person who contravenes subparagraph (1) commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a period not exceeding two years, or to both.7.Prohibition of publication or disclosure of information to unauthorised persons(1)A person shall not, without the consent in writing given by or on behalf of the Institute, otherwise than in the course of the duties of that person, publish or disclose to any other person, the contents of any document, communication or information, which relates to, or which has come to the knowledge of that person in the course of that person’s duties under this Act.(2)A person who contravenes subparagraph (1) commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or to both.8.ImmunityAn action or other proceeding shall not lie or be instituted against a member of the Board or committee of the Board or a member of staff of the Institute for, or in respect of, an act or thing done or omitted to be done in good faith in the exercise or performance, of any of the powers, functions or duties conferred under this Act.
Part II – Financial provisions
9.Funds of Institute(1)The Funds of the Institute consist of monies that may—(a)be paid to the Institute by way of grants and donations; or(b)otherwise vest in or accrue to the Institute.(2)The Institute may, subject to the approval of the Minister—(a)accept monies by way of grants or donations from any source in Zambia and any source outside Zambia; and(b)charge and collect fees in respect of programmes, seminars, consultancy services and other services provided by the Institute.(3)There shall be paid from the funds of the Institute—(a)the emoluments of the members of staff of the Institute;(b)reasonable travelling and other allowances for the members of the Board and of any committee of the Board when engaged on the business of the Institute, at rates that the Emoluments Commission shall determine on the recommendation of the Minister; and(c)any other expenses incurred by the Institute in the performance of its functions under this Act.(4)The Institute may, subject to the approval of the Minister, invest in a manner that it considers appropriate, funds of the Institute which it does not immediately require for the performance of its functions.10.Financial yearThe financial year of the Institute shall be a period of twelve months ending on 31st December in each year.11.Account and audit(1)The Institute shall cause to be kept proper books of account and other records relating to its accounts.(2)The accounts of the Institute shall be audited annually by the Auditor-General or an auditor appointed by the Auditor-General.(3)The auditor’s fees shall be paid by the Institute.12.Annual report(1)As soon as practicable, but not later than ninety days after end of the financial year, the Institute shall submit to the Minister a report concerning the activities during the financial year.(2)The report referred to in subparagraph (1) shall include information on the financial affairs relating to the Fund and there shall be appended to the report—(a)an audited statement of financial position;(b)an audited statement of comprehensive income; and(c)other information that the Minister may require.(3)The Minister shall, not later than seven days after the first sitting of the National Assembly next after receipt of the report referred to in subparagraph (1), lay the report before the National Assembly.
Second Schedule (Section 21)
Savings and transitional provisions
1.InterpretationIn this schedule, unless the context otherwise requires "former department" means the Zambia National Public Health Institute established as a department of the ministry responsible for health.2.Transfer of staff(1)On or after the appointment date, the Minister may, by statutory instrument, approve arrangements under which all or some of the public officers from the former department shall be transferred to the Institute from the public service.(2)Where a person is transferred in accordance with the arrangements made under subparagraph (1), the terms and conditions of that person with the Institute shall be no less favourable than those enjoyed while in the public service, and for the purposes of determining rights to, or eligibility for, any pension, gratuity, leave or other benefit, the pensionable service of that person with the public service shall be treated as continuous service.3.Transfer of assets and liabilities(1)On the appointed date, there shall transfer to, and vest in, or subsist against the Institute by virtue of this Act and without further assurance—(a)the affairs of the former department; and(b)subject to this Act, all property, rights and obligations which immediately before the appointed date were the property, rights and obligations of the Government in respect of the former department.(2)Except as provided for in this Act, every deed, bond or agreement other than an agreement for personal service to which the Government was a party immediately before the commencement of this Act in respect of the former department, whether in writing or not, and, whether or not of a nature that rights and obligations thereunder could be assigned shall, unless its subject-matter or terms makes it possible that it should have effect as modified in a manner provided by this subsection, have effect as from the date of the assignment thereof as if—(a)the Institute had been a party hereto;(b)for any reference to the Government there were substituted, as respects anything to be done on or after the commencement of this Act, a reference to the Institute; and(c)for any reference to an officer of the former department not being a party thereto and beneficially interested therein there were substituted, as respects anything falling to be done on or after the commencement of this Act, a reference to an officer of the Institute that the Institute shall determine.(3)Subject to subparagraph (2), documents other than those referred to in that subparagraph which refer especially to the former department shall be construed in accordance with subparagraph (2) as far as possible.4.Registration of propertyWhere under this Act any property, rights or obligations of the Government through the former department are deemed transferred in respect of which transfer any written law provides for registration, the Institute shall make an application in writing to the appropriate registration authority for registration of a transfer and that authority shall give effect to the transfer and, where appropriate, issue the transferee concerned a certificate of title in respect of the said property or make necessary amendments to the register, and if presented therefore, make endorsement concerned, and no registration fee, stamp duty or other duties shall be payable in respect of it.5.Legal proceedings(1)Any legal proceedings or application of any authority pending immediately before the commencement of this Act by or against the Government in respect of the former department may be continued by or against the Institute.(2)Without prejudice to other provisions of the Act, where any right or obligation vests in, or subsists against the Institute by virtue of this Act, the Institute and all other persons affected thereby shall, as from the commencement of this Act, have the same rights, powers and remedies for ascertaining, perfecting or enforcing that right or obligation as they have had if it had at all times been a right or obligation of the Institute.(3)After the commencement of this Act, proceedings in any respect of any right or obligation which was vested in, held, enjoyed, incurred, suffered by, or sustained against the Government in respect of the former department, may be continued by or against the Institute.