Zambia Educational Publishing House Act

The Laws of Zambia
Copyright Ministry of Legal Affairs, Government of the Republic of Zambia
REPUBLIC OF ZAMBIA
THE ZAMBIA EDUCATIONAL PUBLISHING HOUSE ACT
CHAPTER 145 OF THE LAWS OF ZAMBIA
CHAPTER 145 THE ZAMBIA EDUCATIONAL PUBLISHING HOUSE ACT
THE ZAMBIA EDUCATIONAL PUBLISHING HOUSE ACT
ARRANGEMENT OF SECTIONS
PART I PRELIMINARYPART I
PRELIMINARY
Section
1. Short title
2. Interpretation
PART II OBJECTS AND POWERS OF THE PUBLISHING HOUSE.PART II
O BJECTS AND POWERS OF THE PUBLISHING HOUSE.
3. Establishment of Publishing House.
4. Composition of Publishing House.
5. Objects of Publishing House.
6. Powers of Publishing House.
7. Funds of Publishing House.
8. Exemption from customs and excise duty and tax
9. Duty of members to disclose interest
10. Procedure and meetings of Publishing House.

shing House.
8. Exemption from customs and excise duty and tax
9. Duty of members to disclose interest
10. Procedure and meetings of Publishing House.

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PART III EXECUTIVE COMMITTEE OF THE PUBLISHING HOUSEPART III
EXECUTIVE COMMITTEE OF THE PUBLISHING HOUSE
11. Establishment and proceedings of executive committee
12. Functions of committee
PART IV APPOINTMENTSPART IV
APPOINTMENTS
13. Appointment of Secretary and Assistant Secretary
PART V ACCOUNTS AND AUDITPART V
ACCOUNTS AND AUDIT
14. Accounts and audit
PART VI TRANSITIONAL PROVISIONSPART VI
T RANSITIONAL PROVISIONS
Section
15. Interpretation of terms in Part VI
16. Resolution by company
17. Vesting of assets and liabilities
18. Transitional provisions
19. Registration of transfers
CHAPTER 145
ZAMBIA EDUCATIONAL PUBLISHING HOUSE 11 of 1971
36 of 1974
29 of 1992
An Act to constitute the Zambia Educational Publishing House; to provide for its
membership and its powers, duties, functions and management; and to make
provision for matters incidental to or connected with the foregoing.
[2nd April, 1971]

p and its powers, duties, functions and management; and to make
provision for matters incidental to or connected with the foregoing.
[2nd April, 1971]

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PART I PRELIMINARYPART I
PRELIMINARY
1. This Act may be cited as the Zambia Educational Publishing House Act. Short title
2. In this Act, unless the context otherwise requires- Interpretation
"assistant secretary" means the person appointed to that office pursuant to section
thirteen;
"financial year" means the financial year of the Publishing House pursuant to
section fourteen;
"Publishing House" means the Zambia Educational Publishing House constituted
by section three;
"member" means a member of the Publishing House by virtue of section four;
"secretary" means the officer appointed to that office pursuant to section thirteen. (As amended by Act No. 29 of 1992)
PART II OBJECTS AND POWERS OF THE PUBLISHING HOUSEPART II
O BJECTS AND POWERS OF THE PUBLISHING HOUSE
3. There is hereby constituted the Zambia Educational Publishing House which
shall by that name be a body corporate with perpetual succession and a common seal
capable of suing and being sued and, subject to the provisions of this Act, of doing all
such acts as a body corporate may by law perform. (As amended by Act No.

suing and being sued and, subject to the provisions of this Act, of doing all
such acts as a body corporate may by law perform. (As amended by Act No.

29 of 1992)
Establishment of
Publishing House
4. The Publishing House shall consist of the Minister responsible for education
(hereinafter referred to as "the Minister") as Chairman, and three other members who
shall be appointed by the President and shall hold office as members at the President's
pleasure. (As amended by No. 36 of 1974 and Act No. 29 of 1992)
Composition of
Publishing House

nt and shall hold office as members at the President's
pleasure. (As amended by No. 36 of 1974 and Act No. 29 of 1992)
Composition of
Publishing House

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5. The objects of the Publishing House shall be-
(a) to encourage an increasing use of local, human and material resources in
the production of buildings, works, materials and skills required for the
advancement of education in Zambia;
(b) to contribute towards the efficient operation and the extension of
educational services in Zambia. (As amended by Act No. 29 of 1992)
Objects of Publishing
House
6.

towards the efficient operation and the extension of
educational services in Zambia. (As amended by Act No. 29 of 1992)
Objects of Publishing
House
6.

The Publishing House shall have power to do anything, and to enter into any
transaction, which in its opinion is calculated to facilitate the advancement of its objects
under section five or which is incidental or conducive thereto, including, in particular, but
without prejudice to the generality of the foregoing, power to-
(a) purchase, take on lease, or otherwise acquire any real or personal property;
(b) accept any gift, whether or not subject to any special trust;
(c) solicit from any source, within or outside Zambia, contributions towards the
funds or other assets of the Publishing House;
(d) sell, let on lease or on hire, mortgage, pledge, dispose of by gift, or
otherwise deal with all or any part of any property of the Publishing House;
(e) borrow or otherwise raise money;
(f) invest any moneys of the Publishing House which are not immediately
required for other purposes;
(g) undertake any agency business;
(h) construct, maintain and alter buildings or works;
(i) print and publish newspapers, periodicals, books or leaflets;
(j) manufacture, buy, sell, supply, distribute and deal in goods of any kind;
(k) make provision for the emoluments and other conditions of service,
including superannuation benefits, of the servants of the Publishing House;
(l) establish and operate, or participate in the establishment and operation of,
public or private companies and acquire an interest in any public or private
company;
(m) establish and maintain, or assist in the establishment or maintenance of, or
give financial or other support to, any institution, society or other
association;
(n) provide for scholarships and other financial aid to individuals and
institutions, as the case may be.

y institution, society or other
association;
(n) provide for scholarships and other financial aid to individuals and
institutions, as the case may be.

Powers of Publishing
House
7. The funds of the Publishing House shall consist of-
(a) such sums as may be paid to the Publishing House from moneys
appropriated by Parliament;
(b) such sums as may be paid to the Publishing House by way of grant or
donation; and
(c) such other moneys as may accrue to the Publishing House in the exercise
of its powers. (As amended by Act No. 29 of 1992)
Funds of Publishing
House

c) such other moneys as may accrue to the Publishing House in the exercise
of its powers. (As amended by Act No. 29 of 1992)
Funds of Publishing
House

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8. Notwithstanding anything to the contrary contained in this Act or any other law-
(a) no customs or excise duty shall be charged, levied, collected or paid in
respect of any goods imported into, or manufactured or produced within,
Zambia by or in the name of or on behalf of the Publishing House;
Exemption from
customs and excise
duty and tax
(b) the income of the Publishing House from whatever source shall be exempt
from any tax payable under any written law for the time being in force
relating to taxes on income and profits. (As amended by Act No 29 of 1992)
9. A member who is in any way directly or indirectly interested in anything done or
proposed to be done by the Publishing House shall disclose the nature of his interest at a
meeting of the Publishing House and shall take no part in any deliberations or decision of
the Publishing House with respect thereto. (As amended by Act No 29 of 1992)
Duty of members to
disclose interest
10. (1) Subject to the provisions of this section, the Publishing House may regulate
its own procedure.

of 1992)
Duty of members to
disclose interest
10. (1) Subject to the provisions of this section, the Publishing House may regulate
its own procedure.

Procedure and
meetings of Publishing
House
(2) A quorum of the Publishing House shall be three. (3) The Secretary may attend all meetings of the Publishing House and shall be
entitled to address any such meeting, but not to vote, on any matter under discussion. (4) The Publishing House shall hold meetings at such places and such times as the
chairman may determine. (As amended by Act No. 29 of 1992)
PART III EXECUTIVE COMMITTEE OF THE PUBLISHING HOUSEPART III
EXECUTIVE COMMITTEE OF THE PUBLISHING HOUSE
11. (1) There shall be an executive committee (hereinafter referred to as "the
committee") of the Publishing House consisting of-
Establishment and
proceedings of
executive committee
(a) the Minister, who shall be the chairman of the committee; and
(b) two members of the Publishing House to be appointed by the President;
and

mittee
(a) the Minister, who shall be the chairman of the committee; and
(b) two members of the Publishing House to be appointed by the President;
and

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(c) the Secretary; and
(d) one member to be nominated by the Minister from each of the National
Educational Company of Zambia Limited and the National Educational
Distribution Company of Zambia Limited (hereinafter collectively referred to
as "the companies"). (2) A person shall cease to be a member of the committee-
(a) if any circumstances arise that, if he were not a member of the committee,
would disqualify him for appointment as such;
(b) in the case of a person who is a member of the committee by virtue of his
office, if he ceases to hold such office;
(c) in the case of a person who is a member of the committee by virtue of his
nomination from either of the companies, if his nomination is revoked by the
Minister. (3) Meetings of the committee shall be held as required by the chairman and may
be adjourned from time to time and from place to place:
Provided that such meetings shall be held not less than once in every three months. (4) At any meeting of the committee, three members shall form a quorum.

ded that such meetings shall be held not less than once in every three months. (4) At any meeting of the committee, three members shall form a quorum.

(5) In the absence of the chairman from any meeting of the committee, the
members present shall elect one of their number to be chairman of that meeting only. (6) Any question proposed for discussion by the committee shall be determined by a
majority of votes of the members present and voting at the meeting. (7) At all meetings of the committee, the members present shall have one vote each
on a question proposed for decision by the committee and, in the event of an equality of
votes, the person presiding at the meeting shall have a second or casting vote. 12. The committee shall discharge such functions as may be delegated to it by the
Publishing House. (As amended by Act No 29 of 1992)
Functions of
committee

e committee shall discharge such functions as may be delegated to it by the
Publishing House. (As amended by Act No 29 of 1992)
Functions of
committee

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PART IV APPOINTMENTSPART IV
APPOINTMENTS
13. (1) The Publishing House shall appoint, to hold the offices of Secretary and
Assistant Secretary, persons whose remuneration shall be paid by the Publishing House
and who shall hold office for such period and upon such terms and other conditions of
service as the Publishing House may fix at the time of their appointment. Appointment of
Secretary and
Assistant Secretary
(2) The Secretary shall be the chief executive officer of the Publishing House and it
shall be his duty-
(a) to assist the Publishing House in all respects and in such manner as the
Publishing House may from time to time require in the pursuit of its objects
and the carrying on of its activities under this Act; and
(b) as agent for the Publishing House, to exercise such powers of the
Publishing House as are for the time being delegated to him by the
Publishing House. (3) The secretary shall perform his duties in accordance with the directions of the
Publishing House. (4) It shall be the duty of the Assistant Secretary to assist the Secretary in the
performance of his duties.

the directions of the
Publishing House. (4) It shall be the duty of the Assistant Secretary to assist the Secretary in the
performance of his duties.

(As amended by Act No. 29 of 1992)
PART V ACCOUNTS AND AUDITPART V
ACCOUNTS AND AUDIT
14. (1) The financial year of the Publishing House shall be the period of twelve
months ending on the 31st December each year. Accounts and audit
(2) The Publishing House shall cause proper accounts and other records in relation
thereto to be kept and shall cause to be prepared in respect of each financial year a
statement of accounts and a balance sheet in such form as the Minister may determine.

d shall cause to be prepared in respect of each financial year a
statement of accounts and a balance sheet in such form as the Minister may determine.

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(3) The accounts of the Publishing House shall be audited by the Auditor-General
who shall have access at all times to the books and accounts and vouchers of the
Publishing House and shall be entitled to require from the members of the Publishing
House and from any person employed by the Publishing House such information and
explanations as may be necessary for the due performance of his duties under this
section. (4) The Auditor-General shall make a report to the Publishing House on the
accounts examined by him and on the statements of accounts prepared for the financial
year to which they relate, and such report may include any statement by the
Auditor-General with respect to the accounts of the Publishing House which the
Auditor-General may consider necessary or desirable.

y statement by the
Auditor-General with respect to the accounts of the Publishing House which the
Auditor-General may consider necessary or desirable.

(5) Not later than nine months after the end of each financial year, the Publishing
House shall submit to the Minister its audited accounts for that financial year together with
the Auditor-General's report and the Minister shall, not later than seven days after the first
sitting of the National Assembly next after his receipt thereof, lay the same before the
National Assembly. (As amended by Act No. 29 of 1992)
PART VI TRANSITIONAL PROVISIONSPART VI
T RANSITIONAL PROVISIONS
15. For the purposes of this Part- Interpretation of terms
in Part VI
"the appointed time" means the time at which the resolution described in section
sixteen is expressed to take effect;
"the company" means the company registered under the Companies Act as the
Zambia Educational Publishing House Company Limited;
Cap. 388
"undertaking" means any undertaking carrying on any commercial, industrial,
mining or agricultural operations. (As amended by Act No. 29 of 1992)
16. The company may, by resolution passed at an extra-ordinary general meeting
convened to determine the question, resolve that the provisions of sections seventeen
and eighteen shall have effect in relation to the company. Resolution by
company

rmine the question, resolve that the provisions of sections seventeen
and eighteen shall have effect in relation to the company. Resolution by
company

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17. At the appointed time-
(a) there shall be transferred to, and vested in, the Publishing House by virtue
of this Act and without further assurance-
Vesting of assets and
liabilities
(i) the undertaking of the company; and
(ii) subject to the provisions of this Part, all property, rights, liabilities
and obligations which immediately before the appointed time were
property, rights, liabilities and obligations of the company; and
(b) the company shall cease to exist. (As amended by Act No. 29 of 1992)
18.

me were
property, rights, liabilities and obligations of the company; and
(b) the company shall cease to exist. (As amended by Act No. 29 of 1992)
18.

(1) Every deed, bond and agreement (other than an agreement for personal
service) to which the company was a party immediately before the appointed time,
whether in writing or not, and whether or not of such nature that rights, liabilities and
obligations thereunder can be assigned by the company, shall, unless its terms or
subject-matter make it impossible that it should have effect as modified in the manner
provided by this subsection, have effect as from the appointed time as if-
Transitional provisions
(a) the Publishing House had been a party thereto;
(b) for any reference (however worded and whether expressed or implied) to
the company, there were substituted, as respects anything falling to be
done on or after the appointed time, a reference to the Publishing House;
and
(c) for any reference (however worded and whether expressed or implied) to
any officer of the company, not being a party thereto and beneficially
interested therein, there were substituted, as respects anything falling to be
done on or after the appointed time, a reference to the officer of the
Publishing House whose office corresponds as nearly as may be to the
office of the first mentioned officer.

ed time, a reference to the officer of the
Publishing House whose office corresponds as nearly as may be to the
office of the first mentioned officer.

(2) Documents, other than those referred to in subsection (1), which refer
specifically or generally to the company shall be construed in accordance with the
provisions of subsection (1) so far as applicable. (3) Without prejudice to the generality of the foregoing provisions of this section,
where any right, liability or obligation vests by virtue of this Act in the Publishing House the
Publishing House and all other persons shall, as from the appointed time, have the same
rights, powers and remedies (and in particular the same rights as to the taking or resisting
of legal proceedings or the making or resisting of applications to any authority) for
ascertaining, perfecting or enforcing that right, liability or obligation as they would have
had if it had at all times been a right, liability or obligation of the Publishing House.

rcing that right, liability or obligation as they would have
had if it had at all times been a right, liability or obligation of the Publishing House.

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(4) Any legal proceedings or application to any authority pending at the appointed
time by or against the company in so far as it relates to any property, right, liability or
obligation vested by virtue of this Act in the Publishing House or to any deed, bond,
agreement or document which has effect in accordance with subsection (1) or (2) may be
continued by or against the Publishing House in the place of the company. (As amended by Act No. 29 of 1992)
19. Any written law which provides for the registration of transfers of property of the
kind transferred by virtue of this Act to the Publishing House shall, so far as it provides for
alterations of a register (but not for the avoidance of transfers, the payment of fees or any
other matter), apply with the necessary modifications to the transfer of the said property;
and it shall be the duty of such officer as the Publishing House may appoint to furnish the
necessary particulars of the transfer to the appropriate officer of the registration authority,
and of that officer to register the transfer accordingly. (As amended by Act No.

he transfer to the appropriate officer of the registration authority,
and of that officer to register the transfer accordingly. (As amended by Act No.

29 of 1992)
Registration of
transfers