Zambia Institute of Secretaries Act, 2022

Zambia Institute of Secretaries [No. 19 of 2022 473
THE ZAMBIA INSTITUTE OF SECRETARIES ACT, 2022
ARRANGEMENTS OF SECTIONS
PART I
PRELIMINARY PROVISIONS
Section
1. Short title
2. Interpretation
PART II
THE ZAMBIA INSTITUTE OF SECRETARIES
3. Continuation and renaming of the Professional Secretaries Association
of Zambia
4. Functions of Institute
5. Constitution of Institute
6. President and Vice-President of Institute
7. Meetings of Institute
PART III
THE COUNCIL OF THE INSTITUTE
8. Council of Institute
9. Functions of Council
10. Registrar and other staff
PART IV
REGISTRATION OF PROFESSIONAL SECRETARIES
11. Classes of membership
12. Prohibition of practising without registration
13. Application for registration as member
14. Determination of application for registration as professional secretary
15. Certificate of registration
16. Disqualification from registration
17. Title for registered professional secretary
18. Changes in detail
19. Suspension and cancellation of registration
20. Reregistration
Copies of this Statutory Instrument can be obtained from the Government Printer,
P.O. Box 30136, 10101, Lusaka, Price K36.00 each

n
20. Reregistration
Copies of this Statutory Instrument can be obtained from the Government Printer,
P.O. Box 30136, 10101, Lusaka, Price K36.00 each

474 No. 19 of 2022] Zambia Institute of Secretaries
21. Prohibition of practising as professional secretary without practising
certificate
22. Holding out as professional secretary
23. Practising certificate
24. Display of practising certificate
25. Renewal of practising certificate
26. Suspension and cancellation of practising certificate
27. Prohibition of transfer of certificate of registration or practising certificate
28. Duplicate certificate of registration or practising certificate
29. Registration of secretarial bureau
30. Register
31. Maintenance of non-practising professional secretary on register
32. Publication of copies of register
33. Offences regarding registered professional secretary
PART V
DISCIPLINARY MATTERS
34. Code of ethics
35. Professional misconduct
36. Initiation of disciplinary action
37. Professional Conduct Committee
38. Reference of matters to Professional Conduct Committee
39. Functions of Professional Conduct Committee in relation to complaint or
information
40. Proceedings of Professional Conduct Committee
41. Sanctions for professional misconduct by Professional Conduct
Committee
42. Disciplinary Committee
43.

oceedings of Professional Conduct Committee
41. Sanctions for professional misconduct by Professional Conduct
Committee
42. Disciplinary Committee
43.

Functions of Disciplinary Committee
44. Proceedings of Disciplinary Committee
45. Powers of Disciplinary Committee
46. Sanctions for professional misconduct by Disciplinary Committee
47. Report by Disciplinary Committee
48. Rules relating to disciplinary proceedings

PART VI
INSPECTORATE
49. Inspectors
50. Power of entry, search and inspection
PART VII
GENERAL PROVISIONS
51. False or misleading statement
52. Appeals
53. Guidelines by Institute
54. Regulations
55. Savings and transitional provisions
SCHEDULES
Zambia Institute of Secretaries [No. 19 of 2022 475

eals
53. Guidelines by Institute
54. Regulations
55. Savings and transitional provisions
SCHEDULES
Zambia Institute of Secretaries [No. 19 of 2022 475

Zambia Institute of Secretaries [No. 19 of 2022 477
Enactment
Short title
Interpretation
An Act to continue the existence of the Professional
Secretaries Association of Zambia and re-name it as Zambia
Institute of Secretaries and re-define its functions; provide
for the registration of professional secretaries; regulate
professional secretaries’ conduct; constitute the Council
of the Institute and provide for its functions; and provide
for matters connected with, or incidental to, the foregoing. [9th December, 2022
ENACTED by the Parliament of Zambia. PART I
PRELIMINARY PROVISIONS
1. This Act may be cited as the Zambia Institute of Secretaries
Bill, 2022. 2.

2022
ENACTED by the Parliament of Zambia. PART I
PRELIMINARY PROVISIONS
1. This Act may be cited as the Zambia Institute of Secretaries
Bill, 2022. 2.

In this Act, unless the context otherwise requires—
“ associate ” has the meaning assigned to the word in the
Anti-Corruption Act, 2012;
“ Chairperson ” means a person appointed as Chairperson of
the Disciplinary Committee under section 42;
“ chairperson ” means a person appointed as chairperson of
a Professional Conduct Committee under section 37;
“ certificate of registration ” means the certificate of
registration issued under section 15;
“ code of ethics ” means the code of professional ethics
adopted and published by the Institute for the purposes of
this Act;
“ constitution ” means the constitution of the Institute adopted
in accordance with section 5;
Act No. 3 of
2012
GOVERNMENT OF ZAMBIA
ACT
No. 19 of 2022
Date of Assent: 6th December, 2022

on of the Institute adopted
in accordance with section 5;
Act No. 3 of
2012
GOVERNMENT OF ZAMBIA
ACT
No. 19 of 2022
Date of Assent: 6th December, 2022

478 No.

478 No.

19 of 2022] Zambia Institute of Secretaries
“ Council ” means the Council of the Institute constituted
under section 8;
“ council member ” means a person elected or nominated as
a council member under section 8:
“ Disciplinary Committee ” means the Disciplinary
Committee constituted under section 42;
“ Higher Education Authority ” means the Higher Education
Authority established under the Higher Education Act,
2013;
“ Institute ” means the Zambia Institute of Secretaries
established under section 3;
“ Law Association of Zambia ” means the Law Association
of Zambia established under the Law Association of
Zambia Act;
“ legal practitioner ” has the meaning assigned to the words
“practitioner” in the Legal Practitioners Act;
“ legally disqualified ” means the absence of legal capacity
as provided in section 4 of the Mental Health Act, 2019;
“ practising certificate ” means a practicing certificate issued
under section 23;
“ President” means the person elected as President of the
Institute in accordance with section 6;
“ Professional Conduct Committee ” means a Professional
Conduct Committee constituted under section 37;
“ professional misconduct ” means the conduct referred to
under section 35;
“ professional secretary ” means a person who has obtained
a qualification in shorthand and typewriting and possesses
a secretarial certificate, diploma in secretarial studies or
degree in secretarial studies and includes typist,
stenographer, legal secretary, personal secretary, senior
personal secretary, executive assistant secretary,
administrative assistant and principal executive assistant;
“ register ” means the register of professional secretaries
registered under this Act;
“ Registrar ” means the person appointed as Registrar under
section 10;
Act No.

ns the register of professional secretaries
registered under this Act;
“ Registrar ” means the person appointed as Registrar under
section 10;
Act No.

4
of 2013
Cap. 31
Act No. 6 of
2019
Cap. 30

4
of 2013
Cap. 31
Act No. 6 of
2019
Cap. 30

Zambia Institute of Secretaries [No. 19 of 2022 479
“ relative ” has the meaning assigned to the word in the Anti-
Corruption Act, 2012;
“secretarial bureau” means an office, organisation or institution
that provides a secretarial service;
“Technical Education, Vocational and Entrepreneurship
Training Authority” means the Technical Education,
Vocational and Entrepreneurship Training Authority
established under the Technical Education, Vocational and
Entrepreneurship Training Act, 1998;
“ Vice-Chairperson ” means the person appointed as Vice-
Chairperson of the Disciplinary Committee under section
42;
“ vice-chairperson ” means the person appointed as vice-
chairperson of a Professional Conduct Committee under
section 37;
“ Vice-President ” means the person elected as Vice-President
of the Institute under section 6; and
“ Zambia Qualifications Authority ” means the Zambia
Qualifications Authority established under the Zambia
Qualifications Authority Act, 2011. PART II
THE ZAMBIA INSTITUTE OF SECRETARIES
3.

ns the Zambia
Qualifications Authority established under the Zambia
Qualifications Authority Act, 2011. PART II
THE ZAMBIA INSTITUTE OF SECRETARIES
3.

(1) The Professional Secretaries Association of Zambia
registered under the Societies Act, shall continue to exist as if
established under this Act and is renamed as the Zambia Institute
of Secretaries. (2) The Institute is a body corporate with perpetual succession
and a common seal, capable of suing and being sued in its corporate
name, and with power, subject to the provisions of this Act, to do
the acts and things that a body corporate may, by law, do or perform. (3) The First Schedule applies to the Institute. 4. The functions of the Institute are to—
(a) register and regulate professional secretaries;
(b) issue practising certificates to members;
(c) register students pursuing secretarial courses;
(d) represent, co-ordinate and develop the secretarial
profession and promote the profession’s interests;
Act No. 3
of 2012
Continuation
and
renaming of
Professional
Secretaries
Association
of Zambia
Cap. 119
Act No. 13
of 1998
Act No. 3 of
2011
Functions of
Institute

2012
Continuation
and
renaming of
Professional
Secretaries
Association
of Zambia
Cap. 119
Act No. 13
of 1998
Act No. 3 of
2011
Functions of
Institute

480 No. 19 of 2022] Zambia Institute of Secretaries
(e) set and enforce professional standards of the secretarial
profession;
(f) provide continuous professional development programmes
to the members;
(g) promote the integrity and enhance the status of the
secretarial profession;
(h) develop, promote and enforce internationally comparable
practice standards in the Republic with respect to the
secretarial profession;
(i) participate in the activities of bodies whose main purpose
is the development and setting of practice standards
for the secretarial profession;
(j)encourage and finance research into any matter affecting
professional secretaries; and
(k) collaborate with higher education institutions,
Government departments and other institutions to
improve the quality of secretarial services. 5. (1) The Institute shall, by a vote of at least two-thirds of
the members voting at a general meeting of the Institute, adopt a
constitution and may, in a like manner, amend it. (2) Subject to the other provisions of this Act, the constitution
shall regulate the conduct of the affairs of the Institute.

a like manner, amend it. (2) Subject to the other provisions of this Act, the constitution
shall regulate the conduct of the affairs of the Institute.

(3) Subject to subsection (1), the constitution may provide for
the—
(a) meetings of the Institute, including the delivery and
sufficiency of notices of the meetings, quorum, voting,
adjournment and other matters of procedure or conduct
of the meetings;
(b) election, qualifications and tenure of office of the
President, Vice-President and other office bearers of
the Institute;
(c) composition, functions, powers and procedures of the
committees of the Institute;
(d) classes of membership and their rights, privileges and
obligations; and
(e) any other matter as the membership may determine. Constitution
of Institute

lasses of membership and their rights, privileges and
obligations; and
(e) any other matter as the membership may determine. Constitution
of Institute

Zambia Institute of Secretaries [No. 19 of 2022 481
6. The Institute shall elect the President and Vice-President
of the Institute in accordance with the provisions of the constitution. 7. (1) Subject to this Act, the Institute may regulate its own
procedure. (2) The meetings of the Institute shall be conducted in
accordance with the provisions of the constitution. (3) The validity of any proceedings, act or decision of the
Institute shall not be affected by any person’s absence from a
meeting of the Institute or by reason that a person not entitled to do
so took part in the proceedings of the Institute. PART III
THE COUNCIL OF THE INSTITUTE
8. (1) There is constituted the Council of the Institute which
shall perform the functions of the Institute.

te. PART III
THE COUNCIL OF THE INSTITUTE
8. (1) There is constituted the Council of the Institute which
shall perform the functions of the Institute.

(2) The Council shall consist of the following part-time
members elected in accordance with the provisions of the
constitution:
(a) the President of the Institute as Chairperson;
(b) the first Vice-President for Southern Region as first Vice-
Chairperson;
(c) the second Vice-President for Northern Region as second
Vice-Chairperson;
(d) the Secretary;
(e) the Treasurer;
(f) the Publicity secretary;
(g) three other professional members; and
(h) the Registrar as an ex-officio. (3) A person shall not be elected as a Council member if that
person is—
(a) found guilty of professional misconduct under this Act;
(b) convicted of an offence under this Act;
(c) an undischarged bankrupt;
(d) legally disqualified;
(e) convicted of an offence involving fraud or dishonest; or
(f) an employee of the Institute. President
and Vice-
President of
Institute
Meetings of
Institute
Council of
Institute

volving fraud or dishonest; or
(f) an employee of the Institute. President
and Vice-
President of
Institute
Meetings of
Institute
Council of
Institute

482 No. 19 of 2022] Zambia Institute of Secretaries
(4) The First Schedule applies to the Council. 9. (1) The functions of the Council are to perform the executive
functions of the Institute.

ecretaries
(4) The First Schedule applies to the Council. 9. (1) The functions of the Council are to perform the executive
functions of the Institute.

(2) Despite the generality of subsection (1), the functions of the
Council are to—
(a) promote an understanding of professional ethics among
members;
(b) ensure that the rules and guidelines for professional ethics
developed by the Institute are responsive to the
expectations of the members of the public and institutions
served by a professional secretary;
(c) participate in the development of internal practice standard
setting;
(d) make recommendations relating to the secretarial
profession at a general meeting of the Institute;
(e) formulate and approve policies, programmes and strategic
plans of the Institute;
(f) approve the annual work plans, activities and reports of
the Institute;
(g) approve annual budgets estimates and financial statements
of the Institute;
(h) monitor and evaluate the performance of the Institute
against budgets and plans;
(i) advise the Minister on matters relating to secretarial
practice;
(j) set, establish and monitor standards for members;
(k) develop and publish code of ethics, and the disciplinary
code of conduct; and
(l) issue certificate of registration and practising certificate.

s;
(k) develop and publish code of ethics, and the disciplinary
code of conduct; and
(l) issue certificate of registration and practising certificate.

(3) The Council may, by direction in writing and on conditions
that the Council considers necessary, delegate to the Registrar any
of its functions under this Act. 10. (1) The Council shall appoint a Registrar on the terms and
conditions that the Council may determine. Functions
of Council
Registrar
and other
staff

. (1) The Council shall appoint a Registrar on the terms and
conditions that the Council may determine. Functions
of Council
Registrar
and other
staff

Zambia Institute of Secretaries [No. 19 of 2022 483
(2) The Registrar shall be—
(a) the chief executive officer of the Institute; and
(b) responsible for the day-to-day administration of the
Institute. (3) The Council shall appoint other staff of the Institute that
the Council considers necessary for the performance of the functions
of the Institute. (4) The Registrar shall attend meetings of the Council or a
Committee of the Council and may address those meetings but
shall not vote. (5) The Council shall determine the conditions of service and
emoluments of the Registrar and other staff of the Institute. PART IV
REGISTRATION OF PROFESSIONAL SECRETARIES
11. There shall be classes of membership with rights, privileges
and obligations that may be prescribed in the constitution. 12. (1) A person shall not be employed or practice as a
professional secretary unless that person is registered as a
professional secretary under this Act. (2) A person who contravenes subsection (1) commits an
offence and is liable, on conviction, to a fine not exceeding one
hundred thousand penalty units or to imprisonment for a term not
exceeding one year, or to both. 13.

iable, on conviction, to a fine not exceeding one
hundred thousand penalty units or to imprisonment for a term not
exceeding one year, or to both. 13.

(1) A person who intends to be employed or to practice as
a professional secretary in the Republic shall apply to the Institute
for registration in the prescribed manner and form on payment of
the prescribed fee. (2) The Institute may determine different fees for different
classes of professional secretaries. (3) The Institute may, within thirty days of receipt of an
application under subsection (1), grant or reject the application. (4) The Institute shall, where it rejects an application under
subsection (3), inform the applicant within fourteen days of its
decision and give reasons for the decision. Classes of
membership
Prohibition
of practising
without
registration
Application
for
registration
as
member

ecision and give reasons for the decision. Classes of
membership
Prohibition
of practising
without
registration
Application
for
registration
as
member

484 No. 19 of 2022] Zambia Institute of Secretaries
14. The Institute shall, in considering an application made under
section 13, be satisfied that the applicant—
(a) is registered as a member in accordance with the provisions
of the constitution;
(b) possesses knowledge, training and experience that may
be prescribed;
(c) holds a qualification recognised and validated by the
Zambia Qualifications Authority;
(d) is a citizen or resident in the Republic;
(e) is of good character and good professional standing; and
(f) meets other requirements that the Minister may, on the
recommendation of the Institute, prescribe by statutory
instrument. 15. (1) The Institute shall issue a professional secretary with
a certificate of registration showing the professional secretary’s
class of membership. (2) A certificate of registration shall remain the property of
the Institute and shall have an unlimited period of validity, unless
suspended or cancelled under this Act. 16.

istration shall remain the property of
the Institute and shall have an unlimited period of validity, unless
suspended or cancelled under this Act. 16.

A person shall not qualify for registration as a professional
secretary under this Act, if that person—
(a) is convicted of an offence involving fraud or dishonesty
under this Act or any other written law in the preceding
five years prior to the registration;
(b) is legally disqualified;
(c) is adjudged bankrupt; or
(d) is found guilty of professional misconduct by the
Disciplinary Committee and the Disciplinary Committee
orders the cancellation of the certificate of registration
of that professional secretary. 17. A registered professional secretary shall use the title or
designation as prescribed in the constitution. 18. A professional secretary registered under this Act shall
notify the Registrar of any change in the particulars relating to the
registration within fourteen days of the change. Determination
of
application
for
registration
as
professional
secretary
Certificate of
registration
Disqualification
from
registration
Title for
registered
professional
secretary
Change in
details

as
professional
secretary
Certificate of
registration
Disqualification
from
registration
Title for
registered
professional
secretary
Change in
details

Zambia Institute of Secretaries [No. 19 of 2022 485
19. (1) Subject to this Act, the Institute may suspend or cancel
the registration of a registered professional secretary where—
(a) the Institute has reasonable grounds to believe that the
registration was obtained through fraud,
misrepresentation or concealment of a material fact;
(b) the professional secretary is found guilty of professional
misconduct under this Act or the code of ethics and the
Disciplinary Committee orders the suspension or
cancellation of the professional secretary’s certificate
of registration;
(c) the professional secretary is convicted of an offence under
any other written law and sentenced to imprisonment
for a period exceeding six months without the option of
a fine; or
(d) since the registration, circumstances have arisen
disqualifying a professional secretary from registration. (2) The Institute shall, before suspending or cancelling the
registration under subsection (1), give a professional secretary an
opportunity to be heard.

The Institute shall, before suspending or cancelling the
registration under subsection (1), give a professional secretary an
opportunity to be heard.

(3) The Institute may, before cancelling the registration of a
professional secretary, suspend the professional secretary for a
specified period and on terms and conditions that the Council may
determine. (4) Where the Institute cancels the registration of a
professional secretary under this section, the name of the
professional secretary shall be removed from the register and shall
not be restored, except on conditions that may be prescribed, on
payment of the prescribed fee. 20. Where a certificate of registration is cancelled under section
19, the holder of the certificate of registration may, subject to the
terms and conditions that the Institute may determine, apply for re-
registration. 21. (1) A person shall not practice as a professional secretary
without a valid practising certificate issued to that person by the
Institute under this Act. (2) A person shall not offer employment to a person who does
not hold a practising certificate issued under this Act.

by the
Institute under this Act. (2) A person shall not offer employment to a person who does
not hold a practising certificate issued under this Act.

(3) A person who contravenes subsection (1) or (2) commits
an offence and is liable, on conviction, to a fine not exceeding one
hundred thousand penalty units or to imprisonment for a term not
exceeding one year, or to both. Suspension
and
cancellation of
registration
Reregistration
Prohibition
of practising
as
professional
secretary
without
practising
certificate

to both. Suspension
and
cancellation of
registration
Reregistration
Prohibition
of practising
as
professional
secretary
without
practising
certificate

486 No. 19 of 2022] Zambia Institute of Secretaries
22. (1) A person shall not, unless that person is registered as
a professional secretary under this Act and holds a practising
certificate—
(a) be employed as, offer services as, be engaged as an agent
of, or hold out to be, a professional secretary;
(b) adopt, use or exhibit the titles or designations prescribed
in the constitution; or
(c) do anything likely to mislead persons to infer that the person
is a registered professional secretary. (2) A person who contravenes subsection (1) commits an
offence and is liable, on conviction, to a fine not exceeding three
hundred thousand penalty units or to imprisonment for a term not
exceeding three years, or to both. 23. (1) A registered professional secretary shall apply to the
Institute for a practising certificate in the prescribed manner and
form on payment of the prescribed fee. (2) The Institute shall, where the applicant meets the
requirements of this Act, within fourteen days of the receipt of an
application under subsection (1), issue the applicant with a practising
certificate in the prescribed form.

within fourteen days of the receipt of an
application under subsection (1), issue the applicant with a practising
certificate in the prescribed form.

(3) The Minister may, by statutory instrument, on the
recommendation of the Institute, make Regulations to provide for—
(a) the terms and conditions for the issuance of a practising
certificate;
(b) the type of continuous professional development and
training and any other information required for the
issuance of a practising certificate; and
(c) any other matter necessary for purposes of this Act. 24. A holder of a practising certificate shall display the
practising certificate in a conspicuous place at the place of practice. 25. (1) A practising certificate shall be renewed annually in
the prescribed manner and form, on payment of the prescribed
fee. (2) A practising certificate that is not renewed in accordance
with subsection (1) is void. Holding out
as
professional
secretary
Practising
certificate
Display of
practising
certificate
Renewal of
practising
certificate

bsection (1) is void. Holding out
as
professional
secretary
Practising
certificate
Display of
practising
certificate
Renewal of
practising
certificate

Zambia Institute of Secretaries [No. 19 of 2022 487
26. (1) Subject to this Act, the Institute may suspend or cancel
a practising certificate if the holder—
(a) is legally disqualified;
(b) is adjudged bankrupt;
(c) obtained the practising certificate through fraud,
misrepresentation or concealment of a material fact;
(d) commits an offence under this Act or contravenes the
code of ethics;
(e) is found guilty of professional misconduct and the
Disciplinary Committee orders the cancellation of the
practising certificate; or
(f) is convicted of an offence under this Act or any other
written law and sentenced to imprisonment for a term
exceeding six months without the option of a fine. (2) The Institute shall, before cancelling a practising certificate
of a professional secretary under this section, give the professional
secretary an opportunity to be heard. (3) The Institute may, before cancelling a practising certificate
of a professional secretary, suspend the professional secretary for
a specified period and on terms and conditions that the Council
may determine.

ate
of a professional secretary, suspend the professional secretary for
a specified period and on terms and conditions that the Council
may determine.

(4) Where a practising certificate is cancelled under this
section, the practising certificate shall be void and shall be
surrendered to the Institute. 27. A certificate of registration or practising certificate issued
under this Act shall not be transferred to a third party. 28. (1) A professional secretary whose certificate of
registration or practising certificate is destroyed or lost may apply
to the Registrar for a duplicate certificate in the prescribed manner
and form on payment of the prescribed fee. (2) The Registrar may, within seven days of receipt of an
application under subsection (1), issue a duplicate certificate of
registration or practising certificate to the applicant. 29. (1) A person who registers a secretarial bureau under the
Registration of Business Names Act, 2011, the Companies Act,
2017, or any other written law, shall register the secretarial bureau
with the Institute in the prescribed manner and form on payment of
the prescribed fee.

or any other written law, shall register the secretarial bureau
with the Institute in the prescribed manner and form on payment of
the prescribed fee.

Suspension
and
cancellation
of practising
certificate
Prohibition of
transfer of
certificate of
registration
or practising
certificate
Duplicate
certificate
of
registration
or
practising
certificate
Registration
of secretarial
bureau
Act No. 16
of 2011
Act No. 10
of 2017

g
certificate
Duplicate
certificate
of
registration
or
practising
certificate
Registration
of secretarial
bureau
Act No. 16
of 2011
Act No. 10
of 2017

488 No. 19 of 2022] Zambia Institute of Secretaries
(2) The Institute shall register a secretarial bureau by entering
in the register, the name of the secretarial bureau as registered
under the Registration of Business Names Act, 2011, the Companies
Act, 2017, or any other written law, together with the name of
each partner or director of the secretarial bureau and any other
information as may be prescribed. 30. (1) The Institute shall keep and maintain a register in which
the Registrar shall enter the details and particulars relating to—
(a) members;
(b) registered professional secretaries;
(c) the holders of practising certificates and persons whose
practising certificates have been cancelled;
(d) students studying secretarial course;
(e) the applications rejected and the reasons for the rejection;
and
(f) any other information that the Institute may determine. (2) The register shall be kept in the custody of the Registrar at
the offices of the Institute and shall be open for inspection by
members of the public during normal office hours on payment of a
fee that the Council may determine.

the Institute and shall be open for inspection by
members of the public during normal office hours on payment of a
fee that the Council may determine.

(3) The Registrar may, on an application by a person, issue to
that person a certified extract from the register of a copy of a
certificate of registration or practising certificate on payment of a
fee that the Institute may determine. 31. The Institute may, where a holder of a practising certificate
does not intend to practice for a specified period of time, maintain
the name of the holder of the practising certificate on the register,
in a non-practising category, for that period of time. 32. (1) The Registrar shall, on the direction of the Council,
cause copies of the register and any alterations of, or additions to,
the register to be printed and published in a manner and form that
the Council may direct. (2) Subject to this Act, a copy of the last published and printed
register is prima facie evidence of what is contained in that register
and the absence of the name of a professional secretary from that
copy is prima facie evidence that the professional secretary is not
registered. Act No. 16
of 2011
Act No. 10
of 2017
Register
Maintenance
of non-
practising
professional
secretary on
register
Publication
of copies of
register

ed. Act No. 16
of 2011
Act No. 10
of 2017
Register
Maintenance
of non-
practising
professional
secretary on
register
Publication
of copies of
register

Zambia Institute of Secretaries [No. 19 of 2022 489
33. (1) A person shall not—
(a) make or cause to be made an unauthorised entry,
alteration or erasure in the register or a certified copy
of an entry in the register, a certificate of registration or
practising certificate issued under this Act;
(b) impersonate or use the title of a professional secretary
while not registered as a professional secretary under
this Act;
(c) procure, or attempt to procure, registration under this Act,
by fraud, false representation or the concealment of a
material fact; or
(d) forge a certificate of registration, practising certificate or
other document issued under this Act. (2) A person who contravenes subsection (1), commits an offence
and is liable, on conviction, to a fine not exceeding one hundred
thousand penalty units or to imprisonment for a term not exceeding
one year, or to both. PART V
DISCIPLINARY MATTERS
34. The Institute shall develop and publish a code of ethics for
professional secretaries which shall bind all professional secretaries
regulated under this Act. 35.

te shall develop and publish a code of ethics for
professional secretaries which shall bind all professional secretaries
regulated under this Act. 35.

A professional secretary commits professional misconduct
if that professional secretary—
(a) contravenes a provision of this Act;
(b) unlawfully discloses or uses to the advantage of the
professional secretary any information acquired in the
practice of the professional secretary;
(c) engages in conduct that is dishonest, fraudulent or deceitful;
or
(d breaches the code of ethics or encourages another
professional secretary to breach or disregard the
principles of the code of ethics. 36. (1) A person may lodge a complaint with the Institute
against a professional secretary where that person alleges that the
professional secretary has contravened the code of ethics or any
provision of this Act. Offences
regarding
registered
professional
secretary
Code of
ethics
Professional
misconduct
Initiation of
disciplinary
action

y
provision of this Act. Offences
regarding
registered
professional
secretary
Code of
ethics
Professional
misconduct
Initiation of
disciplinary
action

490 No. 19 of 2022] Zambia Institute of Secretaries
(2) The Institute may initiate disciplinary action under this
section where the Institute has reasonable grounds to believe that
a professional secretary has contravened the code of ethics or any
provision of this Act. (3) A complaint or allegation shall be made to the Registrar in
the prescribed manner and form. 37. (1) The Council shall constitute a Professional Conduct
Committee for each province and progressively each district
consisting of the following part-time members:
(a) not more than five members who are registered as
professional secretaries; and
(b) a legal practitioner nominated by the Law Association of
Zambia. (2) The members shall elect the chairperson and vice-
chairperson among the persons in subsection (1) (a). (3) A person shall not be appointed as a member of the
Professional Conduct Committee if that person is—
(a) found guilty of professional misconduct;
(b) an undischarged bankrupt;
(c) legally disqualified from performing the functions of a
member; or
(d) convicted of an offence under any other law and sentenced
to imprisonment for a period exceeding six months
without the option of a fine.

mber; or
(d) convicted of an offence under any other law and sentenced
to imprisonment for a period exceeding six months
without the option of a fine.

(4) A member of the Professional Conduct Committee shall
hold office for a term of three years and may be appointed for a
further and final term of three years. (5) A member of the Professional Conduct Committee shall,
on expiration of the term for which the member is appointed,
continue to hold office until another member is appointed, but in no
case shall an extension of the period exceed three months. (6) The office of a member of the Professional Conduct
Committee becomes vacant if that member—
(a) dies;
(b) is adjudged bankrupt under any written law;
(c) is absent from three consecutive meetings of the
Professional Conduct Committee of which the member
has notice, without the prior approval of the Professional
Conduct Committee;
Professional
Conduct
Committee

nal Conduct Committee of which the member
has notice, without the prior approval of the Professional
Conduct Committee;
Professional
Conduct
Committee

Zambia Institute of Secretaries [No. 19 of 2022 491
(d) resigns, by notice in writing, to the Council;
(e) is legally disqualified from performing the functions of a
member;
(f) is found guilty of professional misconduct;
(g) is de-registered under this Act, in the case of a member
referred to under subsection (1)(a); or
(h) is convicted of an offence under any other written law
and sentenced to imprisonment for a term exceeding
six months without the option of a fine. (7) The Council shall, where there is a vacancy in the
membership of the Professional Conduct Committee before the
expiry of the term of office, appoint another person to replace the
member who vacates office, but that person shall only hold office
for the remainder of the term. 38. Except as otherwise expressly stated, before a matter is
referred to the Professional Conduct Committee, the Institute shall
in the prescribed manner refer the matter for investigation by the
Professional Conduct Committee. 39. (1) A Professional Conduct Committee shall investigate a
matter referred to it by the Institute.

estigation by the
Professional Conduct Committee. 39. (1) A Professional Conduct Committee shall investigate a
matter referred to it by the Institute.

(2) Where a case is referred to a Professional Conduct
Committee, that Committee shall, as prescribed, consider the case
and, subject to the provisions of this section, determine either—
(a) that no inquiry shall be held in the case by the Disciplinary
Committee; or
(b) that the matter in question shall, in whole or in part, be
referred to the Disciplinary Committee for inquiry. (3) Where a Professional Conduct Committee determines that
no inquiry shall be held in a case by the Disciplinary Committee,
the Registrar shall inform the complainant, if any, and the professional
secretary of the decision of the Professional Conduct Committee
on terms that the Professional Conduct Committee may direct. (4) The Professional Conduct Committee shall, if it considers
just, cause to be made further investigations, or obtain advice or
assistance from any person, that the Professional Conduct
Committee may consider necessary.

use to be made further investigations, or obtain advice or
assistance from any person, that the Professional Conduct
Committee may consider necessary.

(5) Where a Professional Conduct Committee determines
that investigations are necessary, or where at the time when a
Professional Conduct Committee is considering the case, no
Reference of
matters to
Professional
Conduct
Committee
Functions of
Professional
Conduct
Committee
in relation to
complaint or
information

he case, no
Reference of
matters to
Professional
Conduct
Committee
Functions of
Professional
Conduct
Committee
in relation to
complaint or
information

492 No. 19 of 2022] Zambia Institute of Secretaries
explanation has been received from the professional secretary, the
Professional Conduct Committee may, make a provisional
determination that the matter in question shall, in whole or in part,
be referred to the Disciplinary Committee. (6) Where a Professional Conduct Committee makes a
provisional determination in accordance with subsection (5) and
further investigations are concluded or an explanation is
subsequently furnished by the professional secretary, the
chairperson may, in consultation with the members of the
Professional Conduct Committee and on the opinion of the majority
of the members of the Professional Conduct Committee, direct
that—
(a) an inquiry shall not be held in the case by the Disciplinary
Committee; or
(b) the matter be referred to the Disciplinary Committee for
inquiry. (7) Where a direction is given in accordance with subsection
(6)(a), the chairperson shall inform the complainant, if any, and the
professional secretary of the decision of the Professional Conduct
Committee on terms that the Professional Conduct Committee may
direct. 40.

and the
professional secretary of the decision of the Professional Conduct
Committee on terms that the Professional Conduct Committee may
direct. 40.

(1) Subject to this Act, a Professional Conduct Committee
may regulate its own procedure. (2) Three members of a Professional Conduct Committee shall
form a quorum at a meeting or sitting of a Professional Conduct
Committee. (3) The chairperson, or in the absence of the chairperson, the
vice-chairperson, shall preside at a meeting or sitting of a
Professional Conduct Committee. (4) A question at a sitting or meeting of a Professional Conduct
Committee shall be decided by a majority of the members present
at a sitting or meeting, and in the event of an equality of votes, the
person presiding at the sitting or meeting shall have a casting vote
in addition to that person’s deliberative vote. (5) A party to a hearing of a Professional Conduct Committee
may appear in person or be represented by a legal practitioner or, if
the party so elects, by any other person. (6) A person who is present at a meeting or sitting of a
Professional Conduct Committee at which a matter is the subject
of consideration and in which matter that person or that person’s
Proceedings
of
Professional
Conduct
Committee

ittee at which a matter is the subject
of consideration and in which matter that person or that person’s
Proceedings
of
Professional
Conduct
Committee

Zambia Institute of Secretaries [No. 19 of 2022 493
relative or associate is directly or indirectly interested in a private
capacity shall, as soon as is practicable after the commencement
of the meeting or sitting, disclose that interest and shall not, unless
the Professional Conduct Committee otherwise directs, take part
in any consideration or discussion of, or vote on, any question relating
to that matter. (7) A disclosure of interest made under this section shall be
recorded in the minutes of the meeting or sitting at which it is made. (8) A Professional Conduct Committee shall cause to be kept
a record of its proceedings. 41.

he minutes of the meeting or sitting at which it is made. (8) A Professional Conduct Committee shall cause to be kept
a record of its proceedings. 41.

A Professional Conduct Committee may, where a
Professional Conduct Committee finds a professional secretary
guilty of professional misconduct—
(a) counsel, mentor or censure the professional secretary;
(b) caution the professional secretary;
(c) impose an administrative penalty, not exceeding fifty
thousand penalty units, to be paid to the Institute;
(d) order the professional secretary to pay to the Institute or
to any other party to the hearing any costs of, or
incidental to, the proceedings;
(f) order that the professional secretary be re-trained; or
(g) suspend the professional secretary. 42. (1) The Council shall constitute a Disciplinary Committee
consisting of the following part-time members:
(a) a Chairperson appointed by the Council;
(b) a Vice-Chairperson appointed by the Council; and
(c) five registered members who are not members of the
Council, elected at a general meeting of the Institute. (2) The Registrar shall be the Secretary to the Disciplinary
Committee but shall not vote on any matter before the Disciplinary
Committee.

Institute. (2) The Registrar shall be the Secretary to the Disciplinary
Committee but shall not vote on any matter before the Disciplinary
Committee.

(3) A person qualifies to be appointed as Chairperson of the
Disciplinary Committee if that person is a legal practitioner qualified
to hold, or who has held, high judicial office. (4) A person qualifies to be appointed as Vice-Chairperson of
the Disciplinary Committee if that person is a practising member of
the Zambia Institute of Human Resource Management. Sanctions for
professional
misconduct
by
Professional
Conduct
Committee
Disciplinary
Committee

r of
the Zambia Institute of Human Resource Management. Sanctions for
professional
misconduct
by
Professional
Conduct
Committee
Disciplinary
Committee

494 No. 19 of 2022] Zambia Institute of Secretaries
(5) A person shall not be appointed as a member of the
Disciplinary Committee if that person—
(a) has committed or is found guilty of professional misconduct
under this Act in the preceeding five years prior to the appointment;
(b) has not been on the register for at least five years preceding
the election, in the case of the member referred to under subsection
(1)(c);
(c) is an undischarged bankrupt;
(d) is convicted of an offence under any written law and sentenced
to imprisonment for a period exceeding six months without the option
of a fine; or
(e) is legally disqualified from performing the functions of office
of a member. (6) A member of the Disciplinary Committee shall hold office
for a term of three years and may be re appointed or elected for a
further and final term of three years. (7) A member shall, on expiration of the term for which the
member is elected, continue to hold office until another member is
re-appointed or elected, but in no case shall an extension of the
period exceed three months.

elected, continue to hold office until another member is
re-appointed or elected, but in no case shall an extension of the
period exceed three months.

(8) The office of a member becomes vacant if that member—
(a) dies;
(b) is adjudged bankrupt;
(c) is absent from three consecutive meetings of the
Disciplinary Committee of which the member has notice,
without the prior approval of the Disciplinary Committee;
(d) resigns, by notice in writing, to the Council;
(e) is legally disqualified from performing the functions of a
member of the Disciplinary Committee;
(f) is found guilty of professional misconduct;
(g) is de-registered under this Act, in the case of a member
referred to under subsection (1)(c); or
(h) is convicted of an offence under any other written law
and sentenced to imprisonment for a period exceeding
six months without the option of a fine.

) is convicted of an offence under any other written law
and sentenced to imprisonment for a period exceeding
six months without the option of a fine.

Zambia Institute of Secretaries [No. 19 of 2022 495
(9) The Council shall, where there is a vacancy in the
membership of the Disciplinary Committee before the expiry of
the term of office, appoint or elect another person to replace the
member who vacates office, but that person shall hold office for
the remainder of the term. 43. (1) The functions of the Disciplinary Committee are to hear
and determine—
(a) any complaint referred to the Disciplinary Committee
against a professional secretary under section 39; or
(b) a disciplinary action initiated against a professional
secretary under section 36(2). (2) The Disciplinary Committee may publicise as the
Disciplinary Committee considers appropriate, the name of a
professional secretary who is found guilty of, and punished for,
professional misconduct. 44. (1) Five members of the Disciplinary Committee shall form
a quorum at a meeting or sitting of the Disciplinary Committee. (2) The Chairperson, or in the absence of the Chairperson,
the Vice-Chairperson, shall preside at a meeting or sitting of the
Disciplinary Committee.

(2) The Chairperson, or in the absence of the Chairperson,
the Vice-Chairperson, shall preside at a meeting or sitting of the
Disciplinary Committee.

(3) A question at a sitting or meeting of the Disciplinary
Committee shall be decided by a majority of the votes of the
members of the Disciplinary Committee at the sitting or meeting
and in the event of an equality of votes, the person presiding at the
sitting or meeting shall have a casting vote in addition to that person’s
deliberative vote. (4) The proceedings of the Disciplinary Committee shall be in
camera. (5) A party to a hearing of the Disciplinary Committee may
appear in person or be represented by a legal practitioner or, if the
party so elects, by any other person. (6) A decision of the Disciplinary Committee shall be in the
form of a reasoned judgment and a copy of the decision shall be
supplied to each party to the proceedings and to every person
affected by the decision.

orm of a reasoned judgment and a copy of the decision shall be
supplied to each party to the proceedings and to every person
affected by the decision.

(7) A person who is present at a meeting of the Disciplinary
Committee at which a matter is the subject of consideration and in
which matter that person or that person’s relative or associate is
directly or indirectly interested in a private capacity shall, as soon
as is practicable after the commencement of the meeting, disclose
Functions of
Disciplinary
Committee
Proceedings
of
Disciplinary
Committee

l, as soon
as is practicable after the commencement of the meeting, disclose
Functions of
Disciplinary
Committee
Proceedings
of
Disciplinary
Committee

496 No. 19 of 2022] Zambia Institute of Secretaries
that interest and shall not, unless the Disciplinary Committee
otherwise directs, take part in any consideration or discussion of,
or vote on, any question relating to that matter. (8) A disclosure of interest made under this section shall be
recorded in the minutes of the meeting at which it is made. (9) The Disciplinary Committee shall cause to be kept a record
of its proceedings. 45. (1) The Disciplinary Committee may, for the purposes of
a hearing, hear and receive evidence and may—
(a) under the hand of the Chairperson or the Vice-Chairperson,
summon witnesses and require the production of a book,
record, document, electronic record or anything required
for the purposes of the proceeding; and
(b) through the Chairperson or Vice-Chairperson, administer
an oath to a witness.

record or anything required
for the purposes of the proceeding; and
(b) through the Chairperson or Vice-Chairperson, administer
an oath to a witness.

(2) A person summoned to attend before the Disciplinary
Committee shall not—
(a) refuse or fail to attend at the time and place specified in
the summons or, having attended, leave without the
permission of the Disciplinary Committee;
(b) having attended, refuse to be sworn or to affirm;
(c) refuse, without lawful excuse, to answer fully and
satisfactorily to the best of that person’s knowledge and
belief, any question lawfully put to that person; or
(d) refuse to produce a book, record, document or thing which
that person has been required by summons to produce. (3) A person who contravenes subsection (2) commits an
offence and is liable, on conviction, for that refusal or failure, to a
fine not exceeding two hundred thousand penalty units. (4) Despite subsection (2), a person shall not be compelled to
answer any question or produce a book, record or document which
that person would not be compelled to answer or produce on the
trial of an action in the High Court. (5) A hearing before the Disciplinary Committee shall, for the
purposes of Chapter XI of the Penal Code, be deemed to be a
judicial proceeding.

Court. (5) A hearing before the Disciplinary Committee shall, for the
purposes of Chapter XI of the Penal Code, be deemed to be a
judicial proceeding.

(6) A finding of fact which is shown to have been made by a
court in the Republic shall, in a hearing before the Disciplinary
Committee, be conclusive evidence of the fact so found. Powers of
Disciplinary
Committee
Cap. 87

Republic shall, in a hearing before the Disciplinary
Committee, be conclusive evidence of the fact so found. Powers of
Disciplinary
Committee
Cap. 87

(7) The Disciplinary Committee shall, where the Disciplinary
Committee has reasonable grounds to believe that a professional
secretary is legally disqualified, refer the matter for determination
in accordance with the Mental Health Act, 2019. (8) The Disciplinary Committee shall, where a determination
is made in accordance with the Mental Health Act, 2019, that a
professional secretary is legally disqualified, suspend the practising
certificate of the professional secretary. (9) The Disciplinary Committee shall, where Disciplinary
Committee finds, after due inquiry, that a professional secretary is
not guilty of professional misconduct, record a finding that the
professional secretary is not guilty of the conduct to which the
charge relates and dismiss the charge. (10) The Disciplinary Committee may, for the purpose of any
proceedings, use assessors or experts as the Disciplinary
Committee considers necessary. 46.

0) The Disciplinary Committee may, for the purpose of any
proceedings, use assessors or experts as the Disciplinary
Committee considers necessary. 46.

The Disciplinary Committee may, where the Disciplinary
Committee, after due inquiry, finds a professional secretary guilty
of professional misconduct—
(a) order the cancellation of the professional secretary’s
practising certificate or certificate of registration;
(b) order the suspension of the certificate of registration or
practising certificate for a period not exceeding one year
and impose any condition for the suspension;
(c) censure the professional secretary;
(d) caution the professional secretary;
(e) impose an administrative penalty, not exceeding fifty
thousand penalty units, to be paid to the Institute;
(f) order that the professional secretary be re-trained;
(g) order the professional secretary to pay to the Institute or
to a party to the hearing the costs of, or incidental to,
the proceedings; or
(h) order the professional secretary to pay a party to the
hearing or other person, as restitution, the amount of
loss caused by that professional secretary’s negligence. 47. The Disciplinary Committee shall, within seven days from
the date of the completion of a hearing, submit to the Council a
report of the proceedings together with a copy of the record.

within seven days from
the date of the completion of a hearing, submit to the Council a
report of the proceedings together with a copy of the record.

Zambia Institute of Secretaries [No. 19 of 2022 497
Act No. 6 of
2019
Act No. 6 of
2019
Sanctions
for
professional
misconduct
by
Disciplinary
Committee
Report by
Disciplinary
Committee

o. 19 of 2022 497
Act No. 6 of
2019
Act No. 6 of
2019
Sanctions
for
professional
misconduct
by
Disciplinary
Committee
Report by
Disciplinary
Committee

498 No. 19 of 2022] Zambia Institute of Secretaries
48. (1) The Chief Justice may, by statutory instrument, make
Rules relating to—
(a) the manner and form for lodging of complaints under this
Part;
(b) the mode of summoning persons before the Disciplinary
Committee;
(c) the form and manner of service of a summons requiring
the attendance of a witness before the Disciplinary
Committee and the production of a book, record,
document or thing;
(d) the procedure to be followed and rules of evidence to be
observed in proceedings before the Disciplinary
Committee; and
(e) the functions of the assessors to the Disciplinary
Committee. (2) Rules under this section may provide—
(a) that before a matter is referred to the Disciplinary
Committee it shall, in a manner that may be provided by
the Rules, have been brought before, and investigated
by the Institute;
(b) for securing notices for the proceedings and specifying
the time and manner of the proceedings; and
(c) for securing that a party to the proceedings shall, if that
person requires, be entitled to be heard by the
Disciplinary Committee. PART VI
INSPECTORS
49.

securing that a party to the proceedings shall, if that
person requires, be entitled to be heard by the
Disciplinary Committee. PART VI
INSPECTORS
49.

(1) The Institute shall appoint suitably qualified persons
as inspectors to ensure compliance with this Act. (2) The Institute shall provide an inspector with an identification
card which shall be prima facie evidence of the inspector’s
appointment as inspector. (3) An inspector shall, in performing a function under this Act—
(a) be in possession of the identification card referred to in
subsection (2); and
Rules
relating to
disciplinary
proceedings
Inspectors

der this Act—
(a) be in possession of the identification card referred to in
subsection (2); and
Rules
relating to
disciplinary
proceedings
Inspectors

Zambia Institute of Secretaries [No. 19 of 2022 499
(b) show the identification card to a person who requests to
see the identification card, or is the subject of an
investigation under this Act. 50.

99
(b) show the identification card to a person who requests to
see the identification card, or is the subject of an
investigation under this Act. 50.

(1) An inspector may, for the purpose of enforcing the
provisions of this Act, at any reasonable time, without prior notice,
and on the authority of a warrant, enter any premises that the
inspector has reasonable grounds to believe is used for the
commission of an offence or contrary to the provisions of this Act,
and—
(a) search the premises;
(b) search any person on the premises if the inspector has
reasonable grounds to believe that the person has
possession of an article, document or record that has a
bearing on an inspection or investigation, except that a
person shall only be searched by a person of the same
sex;
(c) take extracts from, or make copies of, any book, document
or record that is on the premises and that has a bearing
on an inspection or investigation;
(d) demand the production of, and inspect, relevant
certificates; and
(e) make inquiries that may be necessary to ascertain whether
the provisions of this Act or any other law on which an
inspection or investigation is based, have been complied
with.

necessary to ascertain whether
the provisions of this Act or any other law on which an
inspection or investigation is based, have been complied
with.

(2) A court may issue a warrant on application by an inspector
if it appears from written information given by that inspector, on
oath or affirmation, that there are reasonable grounds to believe
that this Act has been or is likely to be contravened. (3) An inspector who removes anything from any premises
shall—
(a) issue a receipt for anything removed to the owner or the
person in control of the premises; and
(b) return anything removed as soon as practicable after the
thing removed has served the purpose for which it was
removed. (4) A person commits an offence if that person—
(a) delays or obstructs an inspector in the performance of
the inspector’s functions under this Act;
(b) refuses to give an inspector reasonable assistance as the
inspector may require for the purpose of performing
the inspector’s functions;
Power of
entry,
search and
inspection

ctor reasonable assistance as the
inspector may require for the purpose of performing
the inspector’s functions;
Power of
entry,
search and
inspection

500 No. 19 of 2022] Zambia Institute of Secretaries
(c) impersonates an inspector or presents oneself to be an
inspector; or
(d) wilfully gives an inspector false or misleading information
in answer to an inquiry made by the inspector. (5) A person convicted of an offence under subsection (4) is
liable to a fine not exceeding three hundred thousand penalty units
or to imprisonment for a term not exceeding three years, or to
both. (6) An inspector shall furnish the Council with a written report
and any other information relating to an inspection. PART VII
GENERAL PROVISIONS
51. (1) A person shall not knowingly or recklessly make a false
or misleading statement, orally or in writing, to the Disciplinary
Committee or the Institute with the intention that it be acted on by
the Disciplinary Committee or Institute. (2) A person who contravenes subsection (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. 52. (1) A person aggrieved with a decision of the Council may,
within thirty days of receiving the decision, appeal to the Minister.

ears, or to both. 52. (1) A person aggrieved with a decision of the Council may,
within thirty days of receiving the decision, appeal to the Minister.

(2) A person aggrieved with a decision of the Minister under
subsection (1) may, within thirty days of receiving the decision,
appeal to the High Court. (3) A person aggrieved with a decision of the Disciplinary
Committee may appeal to the High Court. (4) A decision of the Disciplinary Committee shall not take
effect until the expiration of the time for lodging an appeal against
the decision or, if an appeal is lodged, until the time the appeal is
disposed of, withdrawn or struck out for want of prosecution. (5) The proceedings of the Disciplinary Committee shall not
be set aside by reason only of some irregularity in those proceedings
if that irregularity did not occasion a substantial miscarriage of
justice. 53. (1) The Institute may, in the exercise of its functions under
this Act, issue guidelines as are necessary for the better carrying
out of the provisions of this Act. False or
misleading
statement
Appeals
Guidelines
by Institute

e guidelines as are necessary for the better carrying
out of the provisions of this Act. False or
misleading
statement
Appeals
Guidelines
by Institute

Zambia Institute of Secretaries [No. 19 of 2022 501
(2) The Institute shall publish the guidelines issued under this
Act in a daily newspaper of general circulation in the Republic and
in the Gazette and the guidelines shall take effect on the date of
publication. (3) The guidelines issued by the Institute under this Act shall
bind the persons regulated under this Act. 54. (1) The Minister may, on the recommendation of the
Council, by statutory instrument, make Regulations for the better
carrying out of the provisions of this Act.

nister may, on the recommendation of the
Council, by statutory instrument, make Regulations for the better
carrying out of the provisions of this Act.

(2) Despite the generality of subsection (1), Regulations under
subsection (1) may make provision for—
(a) the manner and form for applications and the fees payable;
(b) the particulars to be entered on a register;
(c) the form of the certificate of registration and the conditions
of the certificate of registration;
(d) the qualifications for registration of a professional
secretary;
(e) the form of the practising certificate and the conditions
of the practising certificate;
(f) the code of ethics to which all professional secretaries
shall subscribe;
(g) the continuous professional development of professional
secretaries; and
(h) fees which are required to be prescribed. 55. The Second Schedule applies to the savings transitional
arrangements relating to the Institute. Regulations
Savings and
transitional
provisions

d. 55. The Second Schedule applies to the savings transitional
arrangements relating to the Institute. Regulations
Savings and
transitional
provisions

FIRST SCHEDULE
(Sections 3(3) and 8(4))
THE ZAMBIA INSTITUTE OF SECRETARIES
PART I
ADMINISTRATION OF THE COUNCIL
1. (1) The seal of the Institute shall be a device that may be
determined by the Council and shall be kept by the Registrar. (2) The affixing of the seal shall be authenticated by the
President or Vice-President and the Registrar or any other person
authorised in that behalf by a resolution of the Council. (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 seal on
behalf of the Institute by the Registrar or any other person generally
or specifically authorised by the Council 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, as the
case may be, without further proof, unless the contrary is proved. 2. (1) A council member shall, subject to the provisions of this
Act, hold office for a term of three years and may be re-elected or
nominated for a further and final term of three years.

t to the provisions of this
Act, hold office for a term of three years and may be re-elected or
nominated for a further and final term of three years.

(2) A council member shall, on the expiration of the term for
which the member is elected or nominated, continue to hold office
until another member is elected or nominated, but in no case shall
any extension of the period exceed three months. (3) The office of a council member becomes vacant if the
member—
(a) dies;
(b) is adjudged bankrupt under any law;
(c) is absent from three consecutive meetings of the Council
of which the council member has notice, without the
prior approval of the Council;
(d) resigns, by notice in writing, to the Council;
(e) is legally disqualified from performing the functions of a
council member;
(f) is found guilty of professional misconduct;
Seal of
Council
502 No. 19 of 2022] Zambia Institute of Secretaries

the functions of a
council member;
(f) is found guilty of professional misconduct;
Seal of
Council
502 No. 19 of 2022] Zambia Institute of Secretaries

Zambia Institute of Secretaries [No. 19 of 2022 503
(g) is de-registered under this Act; or
(h) is convicted of an offence under this Act or any other
written law and sentenced to a term of imprisonment
exceeding six months without the option of a fine. (4) The Council shall, where there is a vacancy in the
membership of the Council before the expiry of the term of office,
appoint another person to replace the member who vacates office,
but that person shall only hold office for the remainder of the term. 3. (1) Subject to the other provision of this Act, the Council
may regulate its own procedure. (2) The Council shall meet at least once in every three months
for the transaction of business at a place and time as that the Council
may determine. (3) The President may call a meeting of the Council on giving
notice of not less than fourteen days or where one third of the
council members so request, in writing, except that if the urgency
of a particular matter does not permit the giving of notice, a special
meeting may be called on giving a shorter notice. (4) Seven Council members shall form a quorum at a meeting
of the Council.

ving of notice, a special
meeting may be called on giving a shorter notice. (4) Seven Council members shall form a quorum at a meeting
of the Council.

(5) There shall preside at a meeting of the Council
(a) the President;
(b) in the absence of the President, the Vice-President; or
(c) in the absence of both the President and Vice-President,
such other Council member as the Council members
present shall elect for the purpose of that meeting. (6) A decision of the Council on any question shall be by a
majority of the Council members present and voting at the meeting,
and in the event of an equality of votes, the person presiding at the
meeting shall have a casting vote, in addition to that person’s
deliberative vote. (7) The Council may invite a person whose presence is, in its
opinion, desirable to attend and participate in the deliberations of
the meeting, but that person shall have no vote. (8) The validity of any proceedings, act or decision of the
Council shall not be affected by any vacancy in the membership of
the Council or any defect in the appointment of any Council member
or by reason that a person not entitled to do so took part in the
proceedings. Proceedings
of Council

defect in the appointment of any Council member
or by reason that a person not entitled to do so took part in the
proceedings. Proceedings
of Council

504 No. 19 of 2022] Zambia Institute of Secretaries
(9) The Council shall cause minutes to be kept of the
proceedings of every meeting of the Council and any committee
established by the Council. 4. (1) The Council may, for the purpose of performing its
functions under this Act, constitute a committee and delegate any
of its functions to the committee as it considers necessary. (2) The Council may appoint as members of a committee
under subparagraph (1), persons who are or are not Council
members except that at least one Council member shall be a
member of a committee. (3) A member of a committee shall hold office for a period
that the Council may determine. (4) Subject to any specific or general direction of the Council,
a committee may regulate its own procedure. 5. A Council member or a member of a committee of the
Council shall be paid allowances that the Council may determine. 6.

regulate its own procedure. 5. A Council member or a member of a committee of the
Council shall be paid allowances that the Council may determine. 6.

(1) A person who is present at a meeting of the Council or
a committee of the Council at which any matter is the subject of
consideration, and in which matter that person or that person’s
relative or associate is directly or indirectly interested in a private
capacity, shall as soon as is practicable after the commencement
of the meeting, disclose the interest and shall not, unless the Council
or the committee of the Council 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 it is made. 7. (1) A person shall not, without the consent in writing given
by or on behalf of the Institute, otherwise than in the course of
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.

ommunication 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 contravene 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. (3) A person who, having information which to that person’s
knowledge is published or disclosed in contravention of
subparagraph (1), unlawfully publishes or communicates the
Committees
Allowances
Disclosure of
interest
Prohibition
of
publication
or
disclosure
of
information
to
unauthorised
persons

ishes or communicates the
Committees
Allowances
Disclosure of
interest
Prohibition
of
publication
or
disclosure
of
information
to
unauthorised
persons

information to another person, commits an offence and is liable, on
conviction, to a fine not exceeding two hundred thousand penalty
units or imprisonment for a term not exceeding two years, or to
both. 8. An action or other proceeding shall not lie or be instituted
against a council member, a member of a committee of the Council
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 a function conferred under this Act. PART II
FINANCIAL PROVISIONS
9. (1) The funds of the Institute shall consist of monies that
may—
(a) be paid to the Institute by way of fees, grants or donations;
and
(b) vest in or accrue to the Institute. (2) The Institute may, with the approval of the Minister
responsible for finance—
(a) accept monies by way of grants or donations from any
source within or outside the Republic;
(b) raise by way of loans or otherwise, monies that it may
require for the performance of its functions; and
(c) in accordance with Regulations made under the Act, charge
and collect fees in respect of programmes and seminars
conducted by the Institute.

; and
(c) in accordance with Regulations made under the Act, charge
and collect fees in respect of programmes and seminars
conducted by the Institute.

(3) There shall be paid from the funds of the Institute—
(a) the salaries, allowances and loans of the members of staff
of the Institute;
(b) reasonable travelling, transport and subsistence allowances
for council members or members of a committee of the
Council when engaged in the business of the Institute at
the rates approved by the Council; and
(c) any other expenses incurred by the Council or a committee
of the Council in the performance of the functions under
this Act. 10. The financial year of the Institute shall be a period of twelve
months ending on 31st December in each year. Zambia Institute of Secretaries [No. 19 of 2022 505
Annual report
Immunity
Funds of
Institute

d of twelve
months ending on 31st December in each year. Zambia Institute of Secretaries [No. 19 of 2022 505
Annual report
Immunity
Funds of
Institute

11. (1) The Institute shall cause to be kept proper books of
accounts and other records relating to its accounts.
(2) The accounts of the Institute shall be audited annually by
independent auditors appointed by the Council.
(3) The fees of the auditors shall be paid by the Institute.
12. (1) As soon as is practicable, but not later than three months
from the end of the financial year, the Institute shall submit to the
Minister a report concerning the activities of the Institute during
that financial year.
(2) The report referred to in subparagraph (1) shall include
information on the financial affairs of the Institute 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 thirty days after the first
sitting of the National Assembly next after the receipt of the report
referred to in subparagraph (1), lay it before the National Assembly.
506 No. 19 of 2022] Zambia Institute of Secretaries
Financial
year
Accounts

port
referred to in subparagraph (1), lay it before the National Assembly.
506 No. 19 of 2022] Zambia Institute of Secretaries
Financial
year
Accounts

Zambia Institute of Secretaries [No. 19 of 2022 507
SECOND SCHEDULE
(Section 55)
SAVINGS AND TRANSITIONAL PROVISIONS
1. In this Schedule “former Association” means the Professional
Secretaries Association of Zambia registered under the Societies
Act. 2. (1) For the avoidance of doubt, a person who, before the
commencement of this Act, was an employee of the former
Association, shall continue to be an employee of the Institute as if
employed under this Act. (2) The service of the persons referred to in subparagraph (1)
shall be treated as continuous service. (3) Nothing in this Act, affects the rights and liabilities of an
employee employed by the former Association before the
commencement of this Act. 3. (1) On or after the commencement of this Act, committees
and officers of the former Association operating or holding office
immediately before the commencement of this Act, shall operate
and hold office as the committees and officers of the Institute for a
period of six months as if they had been elected or appointed under
this Act. (2) The Institute shall, six months after the commencement of
this Act, hold elections for its Institute, committees and other office
bearers.

is Act. (2) The Institute shall, six months after the commencement of
this Act, hold elections for its Institute, committees and other office
bearers.

(3) The rules of the former Association in force immediately
before the commencement of this Act shall remain in force as if
they have been made and issued by the Institute until a time that
new rules are made. (4) A representative appointed by the former Association to
serve on any committee or other body shall be deemed to be a
representative appointed by the Institute under this Act. 3. (1) On or after the appointed date, there shall be transferred
to, vest in and subsist against the Institute by virtue of this Act and
without further assurance, all assets, rights and obligations which
immediately before that date were the assets, rights, liabilities and
obligations of the former Association. (2) Subject to subparagraph (1), every deed, bond and
agreement, other than an agreement for personnel service, to which
the former Association, was a party immediately before the
Staff of
Institute
Office
bearers
Transfer of
assets and
Cap. 119
Definition

vice, to which
the former Association, was a party immediately before the
Staff of
Institute
Office
bearers
Transfer of
assets and
Cap. 119
Definition

Legal
proceedings
Members of
Institution
commencement of this Act, whether or not of such a nature that
rights, liabilities and obligations could be assigned, shall unless its
subject matter or terms make it impossible that it should have effect
as modified, as provided under this paragraph, have effect as if—
(a) the Institute, had been party to it;
(b) for any reference to the former Association there was
substituted, with respect to anything falling to be done on
or after the appointed date, a reference to the Institute;
or
(c) for any reference to any officer of the former Association
not being a party to it and beneficially interested, there
were substituted, as respects anything falling to be done
on or after the appointed date, a reference to such officer
of the Institute, as the Institute shall designate. (3) Where under this Act, any assets, rights, liabilities and
obligations of the former Association are deemed to be transferred
to the Institute, in respect of which transfer a written law provides
for registration, the Institute shall make an application, in writing, to
the appropriate registration authority for registration of the transfer.

des
for registration, the Institute shall make an application, in writing, to
the appropriate registration authority for registration of the transfer.

(4) The registration authority, referred to in subparagraph (3),
shall make such entries in the appropriate register as shall give effect
to the transfer and, where applicable, issue to the transferee
concerned a certificate of title in respect of the property or make
necessary amendments to the register and shall endorse the deeds
relating to the title, right or obligation concerned and no registration
fees or other duties shall be payable in respect of the transaction. 4. (1) Any legal proceedings pending in court immediately before
the commencement date by or against the former Association, may
be continued by or against the Institute. (2) After the commencement of this Act, proceedings in respect
of any right, liability or obligation which was vested in, held, enjoyed,
incurred or suffered by the former Association, may be continued
by or against the Institute. 5. A person who before the commencement of this Act was a
member of the former Association shall continue to be a member as
if registered under this Act. 508 No. 19 of 2022] Zambia Institute of Secretaries