TERMS OF REFERENCE (TOR)
Consultancy Services for Enhancing Meaningful Participation and Opportunities for Women’s Equality and Rights Project
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1. Background and Context
Archie Hinchclife Disability Intervention (AHDI) is a local non-governmental organization that has been in existence since 1993 and provides early intervention to children with disabilities through provision of physiotherapy and home-based education in partnership with government and other organizations.
Through the Women and Girls Fund (WGF), AHDI is implementing Enhancing Meaningful Participation and Opportunities for Women’s Equality and Rights (EMPOWER) Project which seeks to enhance meaningful participation, leadership, and access to public resources for women and girls with disabilities. Central to the sustainability and effectiveness of this advocacy work is a strong institutional governance framework and capable oversight body that can guide strategic direction, ensure accountability, and safeguard organisational integrity.
In addition, AHDI works closely with the Zambia National Association of Women with Disabilities Organisation (ZNADWO), a national women-led organisation advocating for the rights, dignity, leadership, and socio-economic inclusion of women and girls with disabilities in Zambia. ZNADWO is a key partner that provides strategic guidance and representation of women with disabilities by advancing disability-inclusive development, gender equality, and accountability in public service delivery and governance systems.
AHDI has identified governance strengthening as a critical organizational capacity development priority. While the organization has an existing constitution, changes in the operating environment, donor compliance requirements, disability-rights standards, and best practices in civil society governance necessitate a comprehensive review and amendment of this foundational document. A well-aligned constitution will strengthen decision-making structures, clarify roles and responsibilities, improve accountability mechanisms, and support long-term sustainability.
Through WGF, AHDI seeks to strengthen organisational governance, accountability, and leadership to effectively advocate for disability-inclusive policies, affirmative action, and access to public resources. Strong organisational governance systems and capable oversight structures are essential for AHDI to deliver on its mandate, ensure sustainability, and comply with national legal requirements and international best practices. In line with this, AHDI has identified two priority governance-strengthening interventions that require external technical expertise:
- Amendment and alignment of the AHDI Constitution with best practices in the civil society and disability rights sector.
- Capacity building of Zambia National Association of Women with Disabilities Organisation (ZNADWO) Board Members to effectively exercise oversight, understand constitutional provisions, and guide the organisation strategically.
2. Purpose of the Consultancy
The overall purpose of this consultancy is to strengthen AHDI’s institutional governance systems and leadership oversight capacity to enable the organisation to effectively deliver its advocacy mandate, comply with legal and donor requirements, and sustain long-term impact.
Specifically, the consultancy seeks to:
- Establish a clear, updated, and legally compliant constitution for AHDI that reflects best practices in the non-profit and disability rights sector;
- Strengthen transparency, accountability, and decision-making within AHDI through improved governance structures;
- Build the capacity of ZNADWO Board Members to provide strategic oversight, fiduciary supervision, and constitutional guidance;
- Ensure that leadership and governance structures are responsive to gender equality, disability inclusion, and human rights principles.
Specifically, the consultancy will:
- Ensure that the AHDI Constitution is reviewed, amended, and aligned with current legal, governance, and sector best practices.
- Build the capacity of ZNADWO Board Members to understand, interpret, and apply the amended constitution and effectively discharge their fiduciary and oversight responsibilities.
3. Scope of the Consultancy
The consultancy covers two interlinked governance and capacity development assignments. While the assignments are presented as separate TORs, they are expected to be implemented in a coordinated manner to ensure coherence between constitutional reform and board oversight capacity.
The scope of work includes governance analysis, legal and policy review, participatory consultation, capacity building, documentation, and facilitation. The consultant is expected to apply inclusive, participatory, and rights-based approaches throughout the assignment, ensuring meaningful involvement of women with disabilities and organisational leadership.
The consultancy is divided into two distinct but interrelated assignments, each with its own scope, deliverables, and outputs.
TOR 1: Consultancy to Amend the AHDI Constitution
4.1 Scope of Work
Under this assignment, the consultant will lead a comprehensive and participatory constitutional review and amendment process. The scope of work shall include, but not be limited to, the following detailed tasks:
- Conduct an in-depth desk review of the existing AHDI Constitution, organizational policies, strategic documents, and governance practices.
- Analyze alignment of the constitution with:
- Relevant Zambian legislation governing non-governmental and civil society organizations.
-International good practices in NGO governance and accountability.
-Disability rights frameworks, including principles of inclusion, participation, and non-discrimination.
- Gender-responsive and feminist governance approaches.
- Donor compliance, risk management, and sustainability requirements.
- Identify governance gaps, ambiguities, and risks related to:
-Board composition, tenure, succession planning, and diversity.
-Roles, powers, and responsibilities of the Board, management, and membership.
- Decision-making and quorum provisions.
- Financial oversight, accountability, and internal controls.
- Conflict of interest, ethics, and disciplinary procedures.
- Amendment procedures and dissolution clauses.
- Draft a revised and amended AHDI Constitution that incorporates agreed recommendations and reflects best practices.
- Support internal review processes, including incorporation of comments and revisions.
- Prepare the final amended constitution suitable for formal adoption and statutory registration, where applicable.
The consultant will undertake a comprehensive constitutional review and amendment process that includes, but is not limited to, the following:
- Review of the existing AHDI Constitution and related governance documents.
- Assessment of alignment with
- Zambian laws and regulatory requirements governing NGOs and civil society organisations;
- Best practices in organizational governance and accountability.
- Disability rights and gender-responsive governance principles.
- Donor compliance and sustainability requirements.
- Identification of governance gaps related to board composition, roles and responsibilities, decision-making structures, accountability mechanisms, conflict of interest, succession planning, and member participation.
- Facilitation of consultative meetings with AHDI management, board representatives, and key stakeholders to validate findings and proposed amendments.
- Drafting of an amended AHDI Constitution reflecting agreed changes and best practices.
- Incorporation of feedback from AHDI and ZNADWO leadership.
- Finalisation and submission of the amended Constitution ready for adoption and registration.
4.2 Key Deliverables
The consultant shall deliver the following outputs:
- An Inception Report detailing understanding of the assignment, methodology, stakeholder engagement plan, and detailed work schedule.
- A Constitutional Review and Gap Analysis Report outlining findings, identified governance risks, and recommended amendments.
- A Draft Amended AHDI Constitution reflecting best practices and stakeholder inputs.
- A Final Amended AHDI Constitution
- Dissemination meeting with board members and other members of staff
- A brief presentation or summary note explaining key constitutional changes and governance implications.
4.3 Methodology and Approach
The consultant will be responsible for developing a comprehensive methodology and approach relevant to meet the objectives of this assignment. The methodology should, however, ensure the inclusion of all key outcomes as they all aspects of the project.
5. Duration and Level of Effort
The consultancy will take 3 working days covering the below:
- Inception and planning
- Constitutional review and consultations
- Drafting, validation, and finalisation
6. Roles and Responsibilities
6.1 Consultant
The consultant shall:
- Deliver all outputs in accordance with this TOR;
- Apply ethical, inclusive, and participatory approaches;
- Maintain confidentiality and professional standards;
- Submit high-quality reports and documents within agreed timelines.
6.2 AHDI
AHDI shall:
- Provide access to relevant documents and stakeholders.
- Facilitate consultations and validation meetings.
- Review and approve deliverables.
- Lead the formal adoption process of the amended constitution.
7. Budget
The consultant should propose a fee for the work outlined in this TOR. The Consultant will be paid 50% of the fee upon signing of the contract and an invoice. The remaining 50% of the fee will be paid upon satisfactory submission of the final deliverable, its approval by AHDI and a final invoice. Thus, payment shall be made upon satisfactory completion of agreed deliverables, in accordance with AHDI’s financial and procurement procedures.
8. Ethical Standards and Safeguarding
The consultant shall adhere to principles of confidentiality, informed consent, non-discrimination, and safeguarding. The consultancy shall be conducted in line with human-rights-based, gender-transformative, and disability-inclusive principles.
9. Required Qualifications and Experience of the Consultant
The consultant or consultancy firm must demonstrate:
- An advanced degree in Law, Governance, Organisational Development, Public Administration, or a related field;
- At least five (5) years’ experience in NGO governance reform or constitutional review;
- Proven experience supporting civil society organisations to review or amend constitutions;
- Strong understanding of disability rights, gender equality, and inclusive governance.
- Excellent analytical, facilitation, and drafting skills.
10. Reporting and Coordination
The consultant shall report to the AHDI Executive Director or designated Project Lead. All deliverables shall be submitted electronically in agreed formats.
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TOR 2: Consultancy to Train 6 ZNADWO board members to ensure they are well prepared to provide oversight of the organization and review the constitution
12. Objectives of the Consultancy
12.2 Overall Objective
To enhance the effectiveness of ZNADWO’s Board by strengthening members’ knowledge, skills, and confidence in governance, oversight, and constitutional review.
12.3 Specific Objectives
- To build Board Members’ understanding of roles, responsibilities, and legal duties of non-profit boards.
- To strengthen Board capacity in fiduciary oversight, financial governance, and risk management.
- To enhance Board Members’ ability to provide strategic leadership and oversight of management and programmes.
- To equip Board Members with practical skills to review, interpret, and apply organisational constitutions.
- To promote gender-responsive, disability-inclusive, and ethical governance practices within ZNADWO.
13. Scope of Work
The consultant shall undertake the following tasks:
13.1 Training Needs Assessment
- Conduct a rapid assessment of the governance knowledge, experience, and capacity gaps of ZNADWO Board Members.
- Identify priority learning areas related to governance, oversight, and constitutional review.
13.2 Training Design and Preparation
- Develop a tailored training curriculum aligned with:
- Good governance principles for civil society organisations;
- Zambian legal and regulatory requirements.
- Disability rights and gender equality frameworks.
- The amended or draft organisational constitution.
- Prepare accessible training materials, tools, and reference documents suitable for Board Members.
13.3 Training Delivery
- Facilitate an intensive, participatory training workshop for six (6) ZNADWO Board Members.
- Training modules shall cover, at a minimum:
- Roles and responsibilities of Board Members.
- Fiduciary duties, financial oversight, and internal controls.
- Strategic planning and organizational stewardship.
-Oversight of programmes, advocacy outcomes, and management performance.
- Risk management, ethics, and conflict of interest.
- Understanding, reviewing, and applying constitutional provisions.
- Gender-transformative, disability-inclusive, and rights-based governance.
- Use practical case studies, group work, simulations, and real organisational scenarios to strengthen applied learning.
13.4 Post-Training Support and Evaluation
- Conduct a post-training evaluation to assess knowledge gained and remaining capacity gaps.
- Provide practical recommendations for strengthening Board performance and governance systems.
14. Expected Deliverables
The consultant shall produce the following deliverables:
- Inception Report outlining the training approach, methodology, work plan, and agenda.
- Comprehensive Board Training Curriculum and Training Materials.
- Training Report detailing sessions conducted, participant attendance, learning outcomes, and key discussions.
- A Board Governance Toolkit or Reference Guide to support ongoing oversight and constitutional compliance.
15. Methodology and Approach
The consultant will be responsible for developing a comprehensive methodology and approach relevant to meet the objectives of this assignment. The developed comprehensive methodology should ensure that all key outcomes are included in order to reflect all aspects of the project.
16. Duration and Level of Effort
The consultancy will take 5 working days covering the following:
- Training needs assessment and design
- Training delivery
- Reporting and follow-up
17. Roles and Responsibilities
17.1 Consultant
The consultant shall:
- Deliver all outputs in accordance with this TOR.
- Apply ethical, inclusive, and participatory approaches.
- Maintain confidentiality and professional standards.
- Submit high-quality reports within agreed timelines.
17.2 AHDI and ZNADWO
AHDI and ZNADWO shall:
- Facilitate access to Board Members and relevant documents.
- Coordinate logistics for the training.
- Review and approve deliverables.
- Provide strategic guidance where required.
18. Budget
The consultant should propose a fee for the work outlined in this TOR. The Consultant will be paid 50% of the fee upon signing of the contract and an invoice. The remaining 50% of the fee will be paid upon satisfactory submission of the final deliverable, its approval by AHDI and a final invoice. Thus, payment shall be made upon satisfactory completion of agreed deliverables, in accordance with AHDI’s financial and procurement procedures.
19. Ethical Standards and Safeguarding
The consultant shall adhere to principles of confidentiality, informed consent, non-discrimination, and safeguarding of persons with disabilities. All activities shall align with feminist, human-rights-based, and disability-inclusive principles.
20. Methodology and Approach
The consultant will be responsible for developing a comprehensive methodology and approach relevant to meet the objectives of this assignment. The developed comprehensive methodology should ensure that all key outcomes are included in order to reflect all aspects of the project. .
21. Required Qualifications and Experience of the Consultant
The consultant or consultancy firm must demonstrate:
- An advanced degree in Governance, Law, Organisational Development, Public Administration, or a related field.
- At least five (5) years’ experience in NGO governance and board capacity building.
- Proven experience in facilitating board trainings or institutional strengthening assignments.
- Strong understanding of gender equality, disability rights, and inclusive governance.
- Excellent facilitation, communication, and report-writing skills.
22. Reporting and Coordination
The consultant shall report to the AHDI Executive Director or designated Project Lead. All deliverables shall be submitted electronically in agreed formats.
23. Application Procedure
Interested consultants are invited to submit:
- A technical proposal outlining understanding of the TOR and proposed methodology.
- A financial proposal.
- Curriculum Vitae.
- At least two references from similar assignments.
23.1 Proposal Guidelines
Your proposals must be clearly marked with this ToR’s Subject, and submitted in the following format:
- Each Terms of Reference listed in this advert should be applied for separately. One application cannot cover multiple TORs.
- The proposals must be submitted in TWO (2) separate attachments.
- One will be marked “Technical Proposal” which will contain your proposal on all technical related aspects as covered, prescribed and requested for in the ToR.
- The second attachment will be marked “Financial Proposal” which will contain your detailed and comprehensive financial offer indicating number of days proposed to be spent on the project with your daily rates, an all-inclusive total price for the whole project.
- Your offer must be clearly marked for easy identification (same as ToR’s description),
- AHDI will not be held responsible if your offer could not be identified.
- Your offer must be on a letterhead of your company, contain your company name, contact details and address, relevant contact person.
- Your offer must contain a date on which you are submitting your offer Your offer must indicate an excluding VAT price and an including VAT price (if applicable).
- Your offer must indicate in which currency you are submitting a quote and will be needing payment in should your offer be successful.
- Your offer must include any other regulatory or legislative related costs (if applicable).
- Your offer must include any disbursements (if applicable).
- Your offer must be valid for a minimum period of 60 days from the closing date of this ToR.
- Your offer must be submitted in a PDF / read-only Word format and signed by an authorized representative.
- Your proposals must be submitted as per above requirements via email to ahdizambia@gmail.com on or before the closing date of 18th January, 2026.
