First Schedule (Section 19)
Powers of SMEDCO
1.To acquire premises necessary or convenient for the exercise of its functions and for that purpose to buy, take on lease or in exchange, hire or otherwise acquire immovable property and interests therein and rights over the same and concessions, grants, rights, powers and privileges in respect thereof.2.To buy, take in exchange, hire or otherwise acquire movable property necessary or convenient for the exercise of its functions.3.To maintain, alter or improve property acquired by it.4.To mortgage any assets or part of any assets and, to sell, exchange, lease, dispose of, turn to account or otherwise deal with any assets or part of any assets which are not required for the exercise of its functions for such consideration as it may determine.5.To make, draw, accept, endorse, discount and otherwise deal in bills of exchange, invoices and other documents and securities, whether transferable, negotiable or not.6.To insure against losses, damages, risks and liabilities which it may incur.7.To make contracts and enter into suretyships or give guarantees in connection with the exercise of its functions and to modify or rescind such contracts, suretyships and guarantees.8.To co-operate or enter into partnership or association with any person or association of persons carrying on or engaged in or about to carry on or engage in any business, enterprise or transaction capable of being conducted so as directly or indirectly to benefit SMEDCO.9.To lend or advance money to, or acquire an interest in, to provide, by underwriting or otherwise or to assist in the subscription of capital for co-operatives and MSMEs.9A.To enter into contracts of lease and hire, which shall, be exempt fro the provisions of the Hire-Purchase Act .10.To lend or advance money to any persons or association of persons who, in the opinion of the Board, are about to form a co-operative or engage in any MSME.11.To provide or enter into agreements to provide management counselling to persons who, in the opinion of the Board, are engaged or are about to engage in any co-operative or MSME.12.To provide, or enter into agreements to provide, management training designed to meet the needs of co-operatives and MSMEs.13.To sponsor, support or organize conferences, seminars and meetings for the promotion of good management practices in the administration of co-operatives and MSMEs.14.To assist persons who in the opinion of the Board are engaged or may become engaged in co-operative or MSMEs by preparing, compiling and distributing information relating to and providing advice on—(a)techniques, methods and practices required for the successful administration of co-operatives and MSMEs;(b)such Government incentives and assistance programmes as are available to co-operatives and MSMEs; and(c)such financial services and other forms of assistance as are available to co-operatives and MSMEs.15.To promote, establish or acquire companies, co-operatives or other enterprises and, in connection with any such company, co-operative or enterprise—(a)to manage it and act as secretary thereof; and(b)to appoint any person to act on behalf of SMEDCO as a director thereof or in any other capacity in relation thereto.16.To raise or borrow or secure the payment of money or the performance of any obligation, in such manner and on such terms as may seem expedient.17.To enter into, renew, cancel or abandon arrangements with any organization or authority, local or otherwise, that may seem conducive to the exercise of any or all of its functions and to obtain from such organization or authority rights, privileges and concessions which it thinks desirable to obtain and carry out, exercise and comply with such arrangements, rights, privileges and concessions.18.To establish and administer such funds and reserves, not specifically provided for in this Act, as the Board may consider appropriate or necessary for the proper exercise of the functions of SMEDCO.19.To employ, upon such terms and conditions as the Board thinks fit, such persons as may be necessary for conducting the affairs of SMEDCO, and suspend or discharge any such persons.20.With the approval of the Minister, to pay such remuneration and allowances to its employees as it thinks fit.21.To provide pecuniary benefits for its employees on their retirement, resignation, discharge or other termination of service or in the event of their sickness or injury and for their dependants, and for that purpose to effect policies of insurance, establish pension or provident funds or make such other provision as may be necessary to secure for its employees and their dependants any or all of the pecuniary benefits to which the provisions of this paragraph relate.22.To make or guarantee loans made to its employees or their spouses for the purchase of dwelling-houses or land for residential purposes, the construction of dwelling-houses and the improvement of dwelling-houses or land which are the property of its employees or their spouses.23.To provide security in respect of loans such as are described in paragraph 22 by the deposit of securities, in which SMEDCO may invest such moneys as the Board may think necessary for the purpose.24.To do anything for the purpose of improving the skill, knowledge or usefulness of its employees and in that connection to provide or assist other persons in providing facilities for training, education and research.25.Generally to do all such things as are calculated to achieve or facilitate or which are incidental or conducive to the performance of the functions of SMEDCO in terms of this Act or any other enactment.Second Schedule (Section 38(2))
Sale of securities
1.(1)Where any security or part thereof has been seized in terms of subsection (2) of section thirty-eight or delivered to SMEDCO in terms of subsection (4) of that section and such security or part thereof is not subsequently released, SMEDCO shall, as soon as possible but in any event within six months of such seizure, cause to be published in the Gazette and in a newspaper circulating in the area a notice describing the security and stating the date, hour, place and terms and conditions of the proposed sale of such security.(2)On the date stated in the notice published in terms of subparagraph (1) SMEDCO shall put up for sale the security described in that notice.(3)A sale in terms of subparagraph (2) shall be by public auction and on the terms and conditions stated in the notice in terms of subparagraph (1):Provided that, where the security seized is of an incorporeal or documentary nature, the sale thereof shall be in such manner as SMEDCO considers just and reasonable in the circumstances.(4)Where SMEDCO sells any security referred to in subparagraph (1), it may bid for and purchase the whole or any part of the security offered for sale.2.Where the security has been seized by SMEDCO in terms of subsection (2) of section thirty-eight, such seizure shall, subject to this Schedule, have the same effect as an attachment made by the Sheriff or his deputy under a writ of execution issued by the High Court.3.(1)When a security which consists of immovable property has been sold in terms of paragraph 1, the proceeds of the sale shall be applied in the following manner—(a)firstly to the holders of any mortgage bonds, notes, statutory hypothecations and charges duly registered against such property in the Deeds Registry in accordance with the preference conferred upon such holders by such registrations upon production by such holders of evidence of the amounts owing thereunder:Provided that no payment in terms of this subparagraph shall be made until at least seven days’ notice thereof has been given to the person to whom the loan or financial assistance was granted and to any other person having a prima facie claim to such proceeds by registered letter posted to the last known place of address of the person to whom the loan or financial assistance was granted and such other persons;(b)if, after satisfying the claims of all persons referred to in subparagraph (a), there remains a surplus and the property so sold has prior to the sale been declared executable or attached under the process of a competent court, such surplus shall be paid to the Sheriff or messenger of the court, as the case may be, who shall distribute such surplus in accordance with the appropriate rules of the court;(c)if, after satisfying the claims of all persons referred to in subparagraphs (a) and (b), if any, there remains a surplus, such surplus shall be paid to the debtor or his legal representative.(2)If the person to whom the loan or financial assistance was granted or any other person who has a claim to the proceeds of the sale objects to the proposed distribution of moneys from such sale, SMEDCO shall transmit to the Master of the High Court an account showing how SMEDCO intends to dispose of those proceeds and such account shall lie open for inspection by any person claiming an interest in the proceeds at the office of the Master of the High Court for a period of not less than three weeks.(3)SMEDCO shall give due notice that an account referred to in subparagraph (2) is open for inspection by an advertisement in the Gazette and in a newspaper circulating in the area where the person to whom the loan or financial assistance was granted carries on his principal business and shall state in that notice the period during which and the place at which the account shall lie open for inspection.(4)Any person interested in the proceeds of a sale held in terms of this Schedule may, at any time during the period that the account relating thereto is open for inspection, lodge with the Master of the High Court two copies, in writing, of any objections to the proposed distribution, giving his reasons, and the Master shall forward one of these copies to SMEDCO.(5)After the expiry of the period during which the account has lain open for inspection—(a)the Master of the High Court shall consider the proposed distribution together with any objections duly lodged and any comments thereon by SMEDCO and shall give such directions as he considers equitable in the circumstances; and(b)SMEDCO shall, after the expiration of the period referred to in subparagraph (6), dispose of the moneys in accordance with such directions:Provided that if during that period an application to the High Court has been made in terms of subparagraph (6), SMEDCO shall not dispose of the moneys until the application has been determined by the High Court or has been abandoned.(6)Any person who is aggrieved by a direction of the Master of the High Court may, within thirty days after the Master has given the direction and after giving notice to SMEDCO and to any person affected by the direction, apply by motion to the High Court for an order to set aside the direction and the High Court may make such order as it thinks fit.(7)Where the Master of the High Court directs in terms of subparagraph (5) that any moneys should be distributed in a manner different from that specified in the account and the interests of a person who has not lodged an objection to the account are affected, the account as amended on the direction of the Master of the High Court shall lie open for a period of not less than three weeks and SMEDCO shall give due notice thereof in accordance with the provisions of subparagraph (2) unless the person concerned consents, in writing, to the moneys being distributed without the necessity for the account lying open for inspection.4.Where a security which consists of movable property is sold in terms of paragraph 1, the proceeds of the sale shall be applied in the following manner—(a)firstly in satisfying the debt due to SMEDCO by the person to whom the loan or financial assistance was granted;(b)if after satisfying the debt referred to in subparagraph (a) there remains a surplus and the property has been declared executable or attached under the process of a competent court, the surplus shall be paid to the Sheriff or the messenger of the court, as the case may be, who shall distribute such surplus in accordance with the appropriate rules of the court;(c)if after satisfying the debt referred to in subparagraph (a), there remains a surplus and the property has not been declared executable or attached, the surplus shall be paid to the debtor or his legal representative:Provided that, if the property had not been declared executable or attached any costs incurred by bona fide creditor in respect of the application for the execution or attachment of the property shall be paid before any moneys are appropriated towards satisfying the debt due to SMEDCO by the person to whom the loan or financial assistance was granted.Third Schedule (Section 5(1)(b))
Number of members of Board that may be elected by shareholders
| Number of members | Percentage of SMEDCO’s issued share capital held by private shareholders |
|---|
| 1 | 10 per centum or less |
| 2 | More than 10 per centum but not more than 20 per centum. |
| 3 | More than 20 per centum but not more than 30 per centum. |
| 4 | More than 30 per centum but not more than 40 per centum. |
| 5 | More than 40 per centum but not more than 49 per centum. |
Fourth Schedule (Section 2)
Classification of micro-, small and medium enterprises
| Sector or sub-sector of economy | Size or class | Maximum number of fulltime paid employees | Maximum total annual turnover$ | Maximum gross value of assets (excluding immovable property)$ |
|---|
| Agriculture | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Arts, Entertainment Culture, Education and Sport | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Mining and Quarrying | Medium | 75 | 300 0000 | 2 000 000 |
| Small: | 40 | 1500 000 | 1 000 000 |
| Micro: | 5 | 50 000 | 50 000 |
| Manufacturing | Medium | 75 | 1 000 000 | 1000 000 |
| Small: | 40 | 500 000 | 500 000 |
| Micro: | 5 | 30 000 | 30 000 |
| Construction | Medium | 75 | 2000000 | 2000 000 |
| Small: | 40 | 1 000 000 | 1 000 000 |
| Micro: | 5 | 50 000 | 50 000 |
| Energy | Medium | 75 | 1 000 000 | 2000 000 |
| Small: | 30 | 500 000 | 1 000 000 |
| Micro: | 5 | 50 000 | 10 000 |
| Financial Services: | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Transport | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 40 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Retail | Medium | 75 | 1 000 000 | 50 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Tourism and Hospitality | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
| Services | Medium | 75 | 1 000 000 | 500 000 |
| Small: | 30 | 500 000 | 250 000 |
| Micro: | 5 | 30 000 | 10 000 |
Fifth Schedule (Section 2)
Formula for classifying micro-enterprises, small enterprises and medium enterprises
1. Interpretation in Fifth Schedule
In this Schedule—“enterprise of the sector or subsector concerned” means an enterprise operating within a sector or subsector of the economy specified in the first column of the Fourth Schedule.2. Formula for use in classifying enterprises
For the purposes of this Act, a reference to a “micro-enterprise”, “small enterprise”, or “medium enterprise” operating within a sector or subsector of the economy specified in the first column of the Fourth Schedule shall be construed as meaning any enterprise of such a size as is determined in accordance with the following formula—A+B+Cwhose meaning and application is further described in the following paragraphs.3. Meaning of factors “A”, “B” and “C”
The factors “A”, “B” and “C” represent respectively the average maximum total number of full-time employees during any calendar year of an enterprise, the maximum total annual turnover of an enterprise and the maximum gross value of the assets (excluding immovable property) of an enterprise.4. Intended result of formula
Each of the factors “A”, “B” and “C” is assigned a predetermined number of points, such that if the total sum of the formula as applied to any particular enterprise is nine (9) points or less, the enterprise in question shall, in accordance with paragraph 6, be deemed to be a “micro-enterprise”, “small enterprise”, or “medium enterprise”, as the case may be.5. Weighting to be assigned to factors “A “, “B” and “C”
Points are assigned to each factor on the following basis—“A”: if an enterprise of the sector or subsector concerned—(I)employs on average during any calendar year more than the maximum number of full-time employees specified for a medium enterprise in the sector or subsector concerned, this factor is worth five points;(II)employs on average during any calendar year not more than the maximum number of full-time employees specified for a medium enterprise in the sector or subsector concerned, but more than the maximum number of employees specified for a small enterprise in the sector or subsector concerned, this factor is worth three points;(III)employs on average during any calendar year not more than the maximum number of full-time employees specified for a small enterprise in the sector or subsector concerned, but more than the maximum number of employees specified for a micro-enterprise in the sector or subsector concerned, this factor is worth two points;(IV)employs on average during any calendar year not more than the maximum number of full-time employees specified for a micro-enterprise in the sector or subsector concerned,, this factor is worth one point;“B”: if the maximum total annual turnover of the enterprise concerned—(I)exceeds the maximum annual amount specified for a medium enterprise in the sector or subsector concerned, this factor is worth five points;(II)does not exceed the maximum annual amount specified for a medium enterprise in the sector or subsector concerned, but is more than the maximum annual amount specified for a small enterprise in the sector or subsector concerned, this factor is worth three points;(III)does not exceed the maximum annual amount specified for a small enterprise in. the sector or subsector concerned, but is more than the maximum annual amount specified for a micro-enterprise in the sector or subsector concerned, this factor is worth two points;(IV)is equivalent to or less than the maximum annual amount specified for a micro-enterprise in the sector or subsector concerned, this factor is worth one point;“C”: if the maximum gross value of the assets (excluding immovable property) of the enterprise concerned—(I)exceeds on average in any calendar year the maximum annual amount specified for a medium enterprise in the sector or subsector concerned, this factor is worth five points;(II)does not exceed on average in any calendar year the maximum annual amount specified for a medium enterprise in the sector or subsector concerned, but is more than the maximum annual amount specified for a small enterprise in the sector or subsector concerned, this factor is worth three points;(III)does not exceed on average in any calendar year the maximum annual amount specified for a small enterprise in the sector or subsector concerned, but is more than the maximum annual amount specified for a micro-enterprise in the sector or subsector concerned, this factor is worth two points;(IV)is, in any calendar year, equivalent to or less than the maximum annual amount specified for a micro-enterprise in the sector or subsector concerned, this factor is worth one point.6. Classification of enterprises as obtained by applying formula
Any score of—(a)ten points or more disqualifies the enterprise concerned for the purposes of this Act;(b)eight or nine points qualifies the enterprise concerned as a “medium enterprise”;(c)five, six or seven points qualifies the enterprise concerned as a “small enterprise;(d)three or four points qualifies the enterprise concerned as a “micro-enterprise”.Sixth Schedule (Section 2B(2))
Provisions relating to membership and procedure of Advisory Council
Part I – Membership of Advisory Council
1. Interpretation in Part I (Section 34)
In this Part—“appointed member” means a member of the Advisory Council referred to in paragraph 2(1)(b), (c) or (d).2. Appointment of members
(1)The Advisory Council shall consist of—(a)the Secretary of the Ministry for which the Minister is responsible; and(b)five members, being one representative each from the Ministries responsible for industry, commerce, science and technology, and from any other Ministry considered relevant, appointed by the Minister:Provided that the Minister shall not appoint such a representative without the approval of the Minister responsible for the Ministry concerned; and(c)one representative of the Reserve Bank of Zimbabwe, appointed by the Minister with the approval of the Governor of the Bank: and(d)not less than three or more than five representatives of associations which, in the Minister’s opinion, represent micro-, small and medium enterprises or any class of such enterprises.(2)Before appointing a member referred to in subparagraph (1)(d), the Minister shall call upon the organisation concerned to nominate, within such reasonable period as the Minister may specify, suitable and qualified persons to be appointed to the Advisory Council, and the Minister shall make the appointment from among the persons so nominated for membership:Provided that—(i)the organisation, when called upon, shall provide the Minister with the names of at least twice the number of persons as there are vacancies to be filled by its nominees:(ii)if the Minister considers all the persons nominated by the organisation are unsuitable or unqualified for appointment, he or she may call upon the organisation to submit, within such reasonable period as he or she may specify, the requisite number of names of further persons who are suitable and qualified for appointment.(3)If an organisation referred to in subparagraph (1)(d) fails or refuses to nominate the requisite number of persons within a reasonable time after being called upon to do so, the Minister may appoint any qualified person to be a member of the Advisory Council, and the person so appointed shall be deemed to represent the organisation concerned.3. Qualifications and disqualifications for appointment as member
(1)Persons shall not be qualified to be appointed or to hold office as appointed members if—(a)they are neither citizens of Zimbabwe nor ordinarily resident in Zimbabwe; or(b)they have been adjudged or otherwise declared insolvent or bankrupt in terms of a law in force in any country, and have not been rehabilitated or discharged; or(c)they have made an assignment to or arrangement or composition with their creditors in terms of a law in force in any country and the assignment, arrangement or composition has not been rescinded or set aside; or(d)within the five years immediately preceding their proposed appointment, they have been sentenced—(i)in Zimbabwe, in respect of an offence; or(ii)outside Zimbabwe, in respect of conduct which, if committed in Zimbabwe, would have constituted an offence;to a term of imprisonment of not less than six months imposed without the option of a fine, whether or not any portion has been suspended, and have not received a free pardon; or(e)they have been convicted—(i)in Zimbabwe, of an offence involving dishonesty; or(ii)outside Zimbabwe, in respect of any conduct which, if committed in Zimbabwe, would have constituted an offence involving dishonesty;and sentenced to a fine of any amount or to a term of imprisonment of any duration, whether or not any part of the sentence has been suspended.(2)A person who is—(a)a member of two or more other statutory bodies; or(b)in the full-time employment of the State or the SMEDCO;shall not be qualified to be appointed or to hold office as an appointed member:Provided that this subparagraph shall not apply to the appointed members referred to in paragraph 2(1)(b).(3)For the purposes of subparagraph (2)(a)—(a)a person who is appointed to a council, board or other authority which is a statutory body or which is responsible for the administration of the affairs of a statutory body shall be regarded as a member of that statutory body;(b)“statutory body” means—(i)any commission established by the Constitution; or(ii)any body corporate established directly by or under an Act for special purposes specified in that Act, the membership of which consists wholly or mainly of persons appointed by the President or a Vice President, a Minister or another statutory body or a commission established by the Constitution.4. Vacation of office by appointed member
(1)An appointed member’s office shall become vacant—(a)one month after the member gives notice in writing to the Minister of his or her intention to resign from the Advisory Council or after the expiry of such other period of notice as the member and the Minister may agree; or(b)on the date the member begins to serve a sentence of imprisonment, whether or not any portion has been suspended, imposed without the option of a fine—(i)in Zimbabwe, in respect of any offence; or(ii)outside Zimbabwe, in respect of conduct which, if committed in Zimbabwe, would have constituted an offence;or(c)if the member becomes disqualified in terms of paragraph 3(1)(a), (b), (c) or (e), or in terms of subparagraph (2) of that paragraph, to hold office as a member; or(d)if the member is required in terms of subparagraph (2) or (3) to vacate his or her office as a member.(2)Subject to subparagraphs (4), (5) and (6), the Minister may require an appointed member to vacate his or her office if—(a)the member has been guilty of conduct which renders him or her unsuitable to continue to hold office as a member; or(b)the member has failed to comply with any condition of his or her office fixed in terms of paragraph 8; or(c)the member is mentally or physically incapable of efficiently performing his or her duties as a member; or(d)the member contravenes paragraph 10; or(e)the member or his or her spouse engages in any occupation, service or employment, or holds any asset, which in the Minister’s opinion may occasion a conflict of interest with the member’s duties on the Advisory Council.(3)Subject to subparagraph (4), the Minister, on the recommendation of the Advisory Council, may require an appointed member to vacate his or her office if the Minister is satisfied that the member has been absent without the consent of the chairperson of the Council from three consecutive meetings of the Council, of which the member has been given at least seven days’ notice, and that there was no just cause for the member’s absence.(4)Before requiring a member to vacate his or her office in terms of subparagraph (2) or (3), the Minister shall inform the member of the reasons for doing so and shall afford the member a reasonable opportunity to make representations in the matter.5. Suspension of appointed member
The Minister—(a)may suspend from office an appointed member against whom criminal proceedings are instituted for an offence involving dishonesty; and(b)may suspend an appointed member from office if the Minister has reasonable grounds to believe that the member’s office has become vacant in terms of paragraph 4(1) but the member has not relinquished his or her office; and(c)shall suspend from office an appointed member who has been sentenced by a court to imprisonment without the option of a fine, whether or not any portion has been suspended, pending determination of the question whether the member is to vacate his or her office;and, whilst that member is so suspended, he or she shall not carry out any duties or be entitled to any remuneration or allowances as a member.6. Filling of vacancies on Advisory Council
Within three months after an appointed member’s death or vacation of office, the Minister shall take all necessary steps in accordance with this Part to fill the vacancy.7. Chairperson and vice-chairperson of Advisory Council
(1)At its first meeting the Advisory Council shall elect one member to be chairperson and another to be vice-chairperson of the Council.(2)The chairperson and vice-chairperson of the Advisory Council shall hold office as such for so long as they remain members, unless—(a)they resign their office as such; or(b)the Council resolves that they should cease to hold office as such.(3)Whenever a vacancy occurs in the office of chairperson or vice-chairperson, the Advisory Council shall at its next meeting elect a member to fill the vacancy.(4)The vice-chairperson of the Advisory Council shall exercise the chairperson’s functions whenever the chairperson is unable to exercise them or whenever the office of chairperson is vacant.8. Terms of office and conditions of service of members
(1)Subject to this Part, an appointed member shall hold office for such period, not exceeding three years, as the Minister may fix at the time of the member’s appointment.(2)An appointed member whose term of office has expired shall continue to hold office until he or she has been re-appointed or his or her successor has been appointed:Provided that a member shall not continue to hold office in terms of this subparagraph for more than six months.(3)A person who ceases to be an appointed member shall be eligible for reappointment.(4)Members shall hold office on such terms and conditions relating to remuneration, allowances and other benefits as the Minister, in consultation with the Advisory Council, may fix for members generally.Part II – Procedure of Advisory Council
9. Meetings and procedure of Advisory Council
(1)The Advisory Council shall hold its first meeting on a day and place fixed by the chairperson, and thereafter shall meet for the dispatch of business and adjourn, close and otherwise regulate its meetings and procedure as it thinks fit.(2)The chairperson of the Advisory Council—(a)may convene a special meeting of the Council at any time; and(b)shall convene a special meeting of the Council on the written request of—(ii)the chief executive officer of SMEDCO; or(iii)not fewer than two members of the Council;which meeting shall be convened for a date not sooner than seven days and not later than thirty days after the chairperson’s receipt of the request.(3)Written notice of a special meeting convened in terms of subparagraph (2) shall be sent to each member not later than forty-eight hours before the meeting and shall specify the business for which the meeting has been Convened.(4)No business shall be discussed at a special meeting convened in terms of subparagraph (2) other than—(a)such business as may be determined by the chairperson of the Advisory Council, where he or she convened the meeting in terms of subparagraph (2)(a); or(b)the business specified in the request for the meeting, where the chairperson of the Advisory Council convened the meeting in terms of subparagraph (2)(b).(5)The chairperson of the Advisory Council or, in his or her absence, the vice-chairperson shall preside at all meetings of the Advisory Council:Provided that, if the chairperson and vice-chairperson are both absent from any meeting of the Advisory Council, the members present may elect one of themselves to preside at that meeting as chairperson.(6)A majority of the members shall form a quorum at any meeting of the Advisory Council.(7)With the Council’s approval, the chairperson of the Advisory Council may invite any person to attend a meeting of the Council, where the chairperson considers that the person has special knowledge or experience in any matter to be considered by the Council at that meeting.(8)A person invited to attend a meeting of the Advisory Council may take part in the proceedings of the meeting while the Council is considering the matter for which he or she was invited, but shall not have a vote on any question before the Council.(9)Subject to subparagraph (11), anything authorised or required to be done by the Advisory Council may be decided by a majority vote at any meeting of the Council at which a quorum is present.(10)Subject to paragraph 10, at all meetings of the Advisory Council each member present shall have one vote on any question before the Council:Provided that—(i)in the event of an equality of votes, the person presiding at the meeting shall have a casting vote in addition to a deliberative vote;(ii)no member shall take part in the consideration or discussion of, or vote on, any question before the Council which relates to his or her vacation of office as a member.(11)Any proposal circulated among all members and agreed to in writing by a majority of them shall have the same effect as a resolution passed by a duly constituted meeting of the Advisory Council and shall be incorporated into the minutes of the next succeeding meeting of the Council:Provided that, if a member requires that such a proposal be placed before a meeting of the Council, this subparagraph shall not apply to the proposal.10. Members to disclose certain connections and interests
(1)In this paragraph—“relative”, in relation to a member, means the member’s spouse, child, parent, brother or sister.(2)If—(a)a member—(i)knowingly acquires or holds a direct or indirect pecuniary interest in any matter that is under consideration by the Advisory Council; or(ii)owns any property or has a right in property or a direct or indirect pecuniary interest in a company or association of persons which results in the member’s private interests coming or appearing to come into conflict with his or her functions as a member; or(iii)knows or has reason to believe that any of his or her relatives—(A)has acquired or holds a direct or indirect pecuniary interest in any matter that is under consideration by the Advisory Council; or(B)owns any property or has a right in property or a direct or indirect pecuniary interest in a company or association of persons which results in the member’s private interests coming or appearing to come into conflict with his or her functions as a member:or(b)for any other reason, the private interests of a member come into conflict with his or her functions as a member;the member shall forthwith disclose the fact to the Council.(3)A member referred to in subparagraph (2) shall take no part in the consideration or discussion of, or vote on any question before the Advisory Council which relates to any consultation, advice, interest, property or right referred to in that subparagraph.(4)Any person who contravenes subparagraph (2) or (3) shall be guilty of an offence and liable to a fine not exceeding level four or to imprisonment for a period not exceeding three months or to both such fine and such imprisonment.11. Committees of Advisory Council
(1)The Advisory Council may establish one or more committees for the better exercise of its functions, and may vest in such a committee any of its functions that it thinks fit:Provided that—(i)the vesting of a function in a committee shall not prevent the Council from itself exercising that function, and the Council may amend or rescind any decision of the committee in the exercise of that function;(ii)if required to do so by any enactment, the Council shall establish a committee and vest in the committee such functions as may be requisite under that enactment.(2)On the establishment of a committee the Advisory Council may appoint persons who are not its members to be members of the committee.(3)The chairperson of the Advisory Council or of a committee may at any reasonable time and place convene a meeting of that committee.(4)The procedure of each committee shall be as fixed from time to time by the Advisory Council.(5)Subject to this paragraph, subparagraphs (2) to (11) of paragraph 9 and paragraph 10 shall apply, with any necessary changes, to committees and their members as they apply to the Advisory Council and its members.12. Minutes of proceedings of Advisory Council and of committees
(1)The Advisory Council shall cause minutes of all proceedings of and decisions taken at any meeting of the Council or of a committee to be entered in books kept for the purpose.(2)Any minutes which purport to be signed, with the authority of the Advisory Council or the committee concerned, as the case may be, by the chairperson of the meeting to which the minutes relate or by the chairperson of the next following meeting, shall be accepted for all purposes as prima facie evidence of the proceedings of and decisions taken at the meeting concerned.13. Validity of decisions and acts of Advisory Council and committees
No decision made or act done by or under the authority of the Advisory Council or any of its committees shall be invalid solely because—(a)there were one or more vacancies on the Council or the committee, as the case may be; or(b)an unqualified person acted as a member of the Council or the committee, as the case may be;when the decision was taken or the act was done or authorised.