Corporate And Regulatory

Companies Ordinance, 1984

Status: In force


1.            In these Articles, unless there be something in the subject or context inconsistent therewith:

(a)          “THE ORDINANCE” means the Companies Ordinance, 1984.

(b)          “ARTICLES” means, Articles of Association as originally framed or as amended thereafter, in accordance with the provisions of law.

(c)           MEMORANDUM OF ASSOCIATION” means Memorandum of association of ALL PAKISTAN SHIPPING ASSOCIATION.

(d)          “ASSOCIATION” means, ALL PAKISTAN SHIPPING ASSOCIATION.

(e)          “THE BYE-LAWS” means the bye laws of the Association for the time being in force.

(f)           “CHAIRMAN” means the chairman of the Association.

(g)          “VICE CHAIRMAN” means the voice chairman of the Association.

(h)          “MEMBERS” means the members of ALL PAKISTAN SHIPPING ASSOCIATION.

(i)            “SECRETARY” means the Secretary of the Association.

(j)           “THE OFFICE” mean the registered office of the Association.

(k)          “REGISTER” means the Register of members of the Association, kept in pursuance of section 147 of the Companies Ordinance, 1984.

(l)            “TERMS” means annual term for the office of Chairman, Vice Chairman, Secretary, Treasurer and member

(m)         “ORDINARY RESOLUTION” means any resolution passed at any ordinary general meeting by a simple majority of votes of members present In person.

(n)          “SPECIAL RESOLUTION” means and has the meaning assigned there to by the companies ordinance, 1984. Word indicating the singular (member shall include plural number of Vice Versa. Words signifying person shall apply mutates mutandis to forms, corporation or companies, “the gender would mean and include both masculine & feminine”

(o)          “THE GENERAL BODY” means the general body of the Association entitled to attend and vote at the general meeting of the Association.

(p)          “THE ANNUAL GENERAL MEETING” means the Annual General meeting of the Association to be held every year.

(q)          “CENTRAL MANAGING COMMITTEE” and “CENTRAL

(r)           “EXECUTIVE COMMITTEE” convey the same meaning.

NUMBER OF MEMBERS

1.            For the purpose of registration the Association has Eleven Members represented by duly authorised representatives being all subscribers to its Memorandum of Association. The board may from time to time whenever it think fit admit new members in accordance with the provisions of these articles.

PURPOSE OF ASSOCIATION

1.            The Association is established for the purposes expressed in the Memorandum of Association.

DEFINITION OF THE TERM MEMBER

1.            The term “member” shall mean a sole proprietorship firm or company as the case may be who or which fulfils the condition laid down in Article-5, has been duly enrolled as member of the Association in accordance with Article-5, has been duly enrolled as member of the Association in accordance with Article-8, and have already paid all dues of the Association. The term member, where the context so required or permits, also means and includes the person or persons for the time being entitled/or empowered in accordance with these Articles to act and vote on behalf of any member of the Association.

CLASSES OF MEMBERS

1.            There shall be one class of Member.

QUALIFICATIONS FOR MEMBERSHIP

(a)          Sole proprietorship, firm or any other company or concern shall be eligible for the Membership of All Pakistan Shipping Association provided that a firm’ or company deals in the relevant trade of that Association.

(b)          The membership of All Pakistan Shipping Association shall be for a period of one year, renewable on furnishing proof of filing of a return of income or statement. u/s. 143-B under the income tax ordinance 1979 for the latest preceding assessment year by the member, whether individual, firm or company. However the companies/concerns established after 30.6.1994 shall be exempt from the aforementioned requirement for the first renewal but such renewal would not grant them the voting right. The members of Association who are exempt from payment of income tax or if their income falls below the taxation limited will be allowed to produce exemption certificate or copy of tax coupons etc. in lieu of filing of return of income or statement u/s 143-B of Income Tax Ordinance.

(c)           A sole proprietorship, firm or company shall be eligible for the membership provided that such a firm or company has its head office or registered office respectively in the territorial jurisdiction of the Association.

(d)          A sole proprietorship, firm or company shall not be entitled to simultaneously retain the membership of more than three different types of trade bodies as specified in clauses (b) to (d) sub- section (2) of Section 3 of the Trade Organisation Ordinance, 1961.

(e)          The Central Executive Committee of the Association shall approve or reject any application for membership without assigning reasons for rejection. In the case of acceptance the Central Executive Committee may admit the member into .any class of membership based on criteria which it may devise from time to time. The applicant may appeal to the General Body of the Association. a fresh application can be made after an expiry of one year from the date of first application was rejected. In case of rejection of application for membership, the admission fee and annual subscription paid by the applicant shall be refunded.

REPRESENTATIVE OF A MEMBER

1.            Not more than one representative of a member shall be entitled to take part in and vote at any meeting of the Association. The representative should, however, be proprietor, partner or director. The name of all such representatives and members shall be entered in the Register kept for the purpose by the Association.

RIGHTS AND DUTIES OF A MEMBER

1.            The member shall have the following rights:

(a)          To take part according to these Articles, rules and regulations in the activities of the Association.

(b)          To have advantage of all information permissible and available with the Association.

(c)           To participate according to the rules and regulations of the Association in all privileges and benefits secured for Association as a corporate body.

2.            The member shall perform the following duties:

(a)          To make every efforts to carry out the aims and objects of the Associations laid down in the Memorandum of Association.

(b)          To act upon and carry out all the provisions of these articles and rules and regulations of the Association.

(c)           To bring to the notice of Association and the office bearers concerned any act or matter likely to cause loss to any member or members of the Association.

(d)          To report to the Association and its office bearers any information considered necessary for promoting and/or achieving the aims and objects of the Association.

DISQUALIFICATION OF MEMBER

1.            A member shall be deemed to have been disqualified and his membership shall cease if he:-

(a)          Fails to pay his subscription for a period of one month from the date it falls due. The Central Executive Committee may, in case of very special circumstances, extend the grace period for a further period not exceeding a total of three month from the due date.

(b)          Is insolvent or is adjudged by a competent court .of law to be of unsound mind or if he is convicted for a offense involving turpitude.

(c)           Violates or contravenes any of the aims and object of the Association.

(d)          Is expelled by the Central Executive Committee from the membership roll of the Association on charges of indulging in unethical business practices or acting in a manner prejudicial to the interest of the Association.

(e)          The member who ceases or winds-up the business he cannot be a member of the Association and his membership will be struck of from the date he ceases/winds his business.

MEMBERSHIP FEES

1.            The membership fee chargeable from each class shall be fixed by managing/executive committee subject to approval of the General Body and DTO.

2.            The admission fee of membership shall be Rs. 10,000/-.The annual subscription is prescribed for Members as follows:

FULL FEE RS. 5000/-

1.            Subscriptions shall be paid for the full year in the year of admission if a member is admitted on or before the 30th of June in a calendar year. If the date of admission is after 30th June then half a year’s membership will be payable.

FUNDS OF THE ASSOCIATION

1.            The funds of the Association shall comprise of Admission Fee, Annual subscription, gifts, donations and other contributions. The admission fee and annual subscription shall be payable by the members of the Association.

OPERATION OF ACCOUNTS

1.            The accounts of the Association shall be operated in the name of All Pakistan Shipping Association.

COMPOSITION OF THE CENTRAL MANAGING COMMITTEE

1.            The Central Managing Committee of the Association shall be composed of as follows:

(a)          Chairman 1

(b)          Vice Chairman 1

(c)           Member 9

(d)          Secretary 1

(e)          Total 12

(i)            The members of the Central Managing Committee shall be elected by the Central Body of the members of the Association.

(ii)           The Chairman and the Vice Chairman shall be from amongst the members of the Central Managing Committee and elected by the

(iii)          members of the Central Managing Committee.

2.            The first members of the Association shall be the following:

(a)          Mr. M. Farrukh Qaisar

(b)          Mr. M. H. Khokhar

(c)           Syed Qamar-ul-Hasan

(d)          Mr. Sher Jan Tajik

(e)          Mr. Mohammad laleel Ispahani

(f)           Syed Hassan Ali Bukhari

(g)          Mr. Mohammad Tariq Khattak

(h)          Mr. Darayus P. Divecha

(i)            Mr. Mohammad Moonis

(j)           Syed Fazle Rabb-e-Karim Fazli

(k)          Mr. M. Yusuf Farrukh Qaisar

3.            Election of the Managing Committee, subject to rules following hereafter, shall be held yearly by secret ballot and its results shall be announced at the Annual General Meeting of the Association:-

(a)          1/3rd of the representatives who have completed three consecutive terms of office on the Managing Committee shall retire every year provided that those to retire on completion the first and second yearly terms immediately after coming into force of his shall be determined as following:

(b)          On completion of the first term the names of 1/3rd representatives of members to retire shall be drawn by ballot by the Managing Committee.

(c)           On completion of the second term the names of 1/3rd representatives of members to retire shall be drawn by ballot by the Managing Committee out of the 2/3rd who continued in office on completion of the first term.

(d)          On retirement from the committee the retiring representative or his firm acting through any other representative shall not be eligible to stand for election to the Committee for the next one annual term.

TERMS OF ELECTED MANAGING COMMITTEE/OFFICE BEARERS

1.            Any Central Managing Committee elected by the General Body of the Association shall hold office for a period of three years from the date they are elected in the manner therefore stated. Further the terms of office for the Chairman and Vice Chairman elected by such Central managing Committee shall be for a period of three years. The period of office bearers and Executive Committee will commence from 1st October each year.

2.            On the expiry of fixed tenure period the Chairman and Vice Chairman will automatically cease to be the Chairman and Vice Chairman and they will hand over the charge of their respective offices to the newly elected Chairman and Vice Chairman or the Central Managing Committee if the elections have not been held.

CASUAL VACANCY

1.            The Chairman and Vice Chairman shall be deemed to have automatically retired from their respective offices on the expiry of their three year term for office.

2.            A casual vacancy on the Central Managing Committee may be created;

(a)          By death or resignation of the office bearer.

(b)          In case he fails to attend three consecutive meetings of the Central Managing Committee without leave of absence.

(c)           If he ceased to be a representative of the firm/Company

3.            Casual Vacancy in the Central Managing Committee can be filled:

(a)          In case of Chairman by election from the Central Managing Committee.

(b)          In case of Vice Chairman, by election from the Central Managing Committee.

(c)           In case of committee member, by a nominee appointed by the Central Managing Committee from amongst the members of the Association.

ELECTION

1.            The election of the Association shall be conducted to the procedure laid down in their respective Articles of Association between the first day of July and the 30th day of September of a due year subject to the following:

(a)          The election of the managing or executive committee shall be held by secret ballot and their final result shall be officially announced at the General Meeting of the Association called for this purpose within fifteen days of the date of polling or on 30th September.

(b)          On completion of the term the retiring members of the managing or executive committee shall not be eligible to stand for election or co-option for the committee in any representative capacity for the next one year.

(c)           Neither postal ballot nor proxy will be allowed.

(d)          The polling can be held simultaneously at the head Office, Zonal Office or Branch Office of the FPCCI and also in the Office of Association for the conveniences of the voters.

ELECTION OF OFFICE BEARERS

(a)          The Executive/Managing Committee shall approve the election schedule ad appoint a returning officer, scrutineers and polling officers who will be other than those contesting the election.

(b)          The returning officer as appointed shall be incharge of all arrangements connected with such elections, including counting of votes and announcement of results.

(c)           According to Election Schedule the central Committee shall proceed to elect a Chairman and a Vice Chairman from the elected members of the committee through secret vote.

ELIGIBILITY OF VOTE

(a)          A member shall be eligible to vote in election after completion of one complete year of membership provided such a member fulfills the conditions stipulated for the renewal of membership and the change of class of membership, if any, has been notified by the Secretary with the approval of managing or executive committee as the case may be at least three months prior to announcement of election schedule.

(b)          Every member eligible to vote shall deposit with the Secretary the specimen signature card alongwith his/her photograph indicating his/her status in the firm, company or concern. The right to vote shall be allowed only to proprietor, partner or director of the member firm or company or a person not below the rank of General Manager authorised by the board of Directors of a public limited company or a multinational company, as the case may be and in no case one person can cast vote for more than one firm, company or concern.

(c)           The proprietor, partner or director of the member firm or company, concern or a person not below the rank of General Manager authorised by the board of directors of the public limited company or a multinational company shall be entitled to cast his/her vote at the time of election only if his or her name has already been registered with the Secretary and his name appears on the list of voters. However, in the case of associated bodies, associations of persons, a society or trust etc. the member may be represented by an authorized person who is member of its governing body.

LIST OF VOTERS

(a)          The Secretary of the Association along with the issuance of the election schedule shall display, also circulate a list of all members eligible to vote along with their national tax number and name of their representative. .

(b)          The changes, if any, regarding name of representative appearing in the list of voters shall be sent to the secretary of the Association along with the necessary proof of eligibility within seven days of the announcement of election schedule.

(c)           The members who have any objection to the entries/changes in the list of voters shall send their objections in writing to the Secretary within seven days of the issuance of the said list.

(d)          The Secretary will intimate action on the objections or changes sent by members within seven days from the last date under preceding clause.

(e)          Incase of dispute pertaining to the eligibility of a member, the matter may be referred to the Scrutiny Committee of the Association by any person aggrieved by the decision of the Secretary within three days, which will decide the case within seven days.

(f)           Within seven days of the decision of scrutiny committee on such reference and the changes, if any, otherwise allowed by the Secretary, a copy of final list of voters shall be provided to the candidates contesting the election and a copy of such list shall also be submitted to the Director Trade Organisations forthwith.

NOMINATION PAPERS

1.            Within seven days of the issuance of the final list of voters, any person who is eligible to contest the election for the vacant post, shall send his nomination duly proposed, seconded and signed by the candidate to the Secretary on the prescribed form or in accordance with the Articles of Association or rules of the Association in addition to consent.

APPOINTMENT OF SCRUTINEERS

1.            Within seven days of the receipt of nomination the Executive Committee shall appoint a returning officer, scrutineers and polling officers who shall be other than those contesting the election.

BALLOT PAPERS

(a)          The ballot papers shall have duly numbered counter foils and the voters shall sign or affix thumb impression thereon in the presence of the polling agents of the candidates and the returning officer before the issuance of ballot papers to him/her.

(b)          It shall be the duty of the polling officer to see the original identity card issued by the Association or national identity card or passport or any other mode of identification of the voter and write the number therof on the counterfoil.

(c)           After comparing the signatures and photographs with the specimen signature cards the polling officer shall hand over the ballot paper to the voter.

(d)          The ballot paper shall be signed by the Secretary or an officer of the Association duly authorized by the Secretary in this behalf and shall also be signed by the polling officer at the time when it is issued.

(e)          The voter shall not be allowed to leave the booth after the ballot paper has been handed over to him until and unless he or she has inserted his/her ballot paper in the box placed before the presiding officer/polling officer and polling agents of the candidates.

(f)           Adequate arrangements shall be made to maintain the Secrecy of the polls.

(g)          Proper account shall, be maintained by a designated officer in respect of ballot papers including used, unused, tendered, challenged or stay ballot papers.

(h)          The challenged votes shall be kept in separate sealed envelop duly signed and sealed by the polling officer.

(i)            The returning officer shall decide about the challenged voters after verification of necessary information from the member firm company or concern before the official announcement of the result.

CONDUCT OF POLLING

1.            The returning officer, as appointed shall be incharge of all arrangements connected with such election, including counting of votes and announcements of results.

COUNTING VOTES

1.            Counting of votes shall take place immediately after the polling hours under the supervision of polling officer in the presence/of polling agents of the candidate, if any, at the designated sites.

INSPECTION OF RECORD OF ELECTION

1.            The record of election shall be opened for inspection upon application made in this behalf by the candidate within seven days of the date of polling and approved by the Director Trade Organisation.

EQUALITY OF VOTES

1.            In the event of equality of votes between two or more candidates a lot shall be drawn by the returning officer in presence of candidates or their authorized representative/polling agents of such candidates and a record of the result thereof shall be made.

ANNOUNCEMENT OF ELECTION RESULTS

1.            The announcement of election results within the meaning of Section 9(2)(e) of the Trade Organisation Ordinance shall be that made in the general meeting of ,the trade organisation concerned called for this purpose within fifteen days of the announcement of the provisional results but in no case later than 30 day of September.

TERMS OF ELECTED MANAGING COMMITTEE/OFFICER BEARERS

1.            Any Central Managing Committee elected by the General Body of the Association shall hold office for a period of three years from the date they are elected. Further the term of office for the Chairman and the Vice Chairman elected by such Central managing Committee shall also be for a period of three years. The period of office bearers and Executive Committee will commence from 1st October each year.

GENERAL BODY OF THE ASSOCIATION

1.            The General Body of the Association shall be the supreme body of the Association. It shall have overall powers and control over the whole Association.

(a)          All representatives, members, committees and officers of the Association shall be ultimately responsible ad answerable to the General body of the Association.

(b)          The General body will meet twice a year but not six months apart in one Calendar year.

(c)           All appeals shall finally lie with the General Body of the Association, whose decision on all issues shall be binding at all times.

CENTRAL EXECUTIVE COMMITTEE OF THE ASSOCIATION

1.            The Central Executive Committee of the Association shall be the main governing body for the whole Association. It shall cause to be carried out and executed all policies, programs and resolutions formulated and enunciated by the General Body of the Association or by itself in accordance with the rules and regulations in force.

(a)          The Central Executive Committee of the Association shall have powers to frame rules and bye-laws for elections and also lay down the procedure for the same.

(b)          It shall discuss, deal negotiate and communicate with the Government authorities and or private individuals in all matters concerning or affecting the business of its members. It shall have powers to appoint representatives, open branches or other activities aimed at advancing the objects of the Association. It shall lay down determine and enforce terms of the services of the staff and fix their remunerations and recruit or remove them from service in accordance with rules.

(c)           It shall have powers to sanction expenditure and, when necessary also collect funds for any purpose within the term of the Memorandum and Articles of Association.

(d)          It shall have power to issue or cause to be issued instructions, directives and advice to members, or other officers of the Association on various matters, it shall guide and control the activities of the organisation in all matters, it shall do all that may be incidental to its duties, and of help on the promotion and development of the trade, and the economic progress of the country, within the purview of the Memorandum and Articles of Association.

(e)          It shall also have the authority to frame rules and regulations subject to the approval of the General Body and in cognizance with the Memorandum and Articles of Association. It may also add, alter improve and repeat regulations and bye-laws of the Association provided that they do not militate against the standing rules and regulations already confirmed by the General Body of the Association. The Central Executive Committee shall retire after three years but shall continue to hold office till next elections take place.

CHAIRMAN OF THE ASSOCIATION

1.            The Chairman of the Association shall be the head of the entire Organisation including branches etc. The Chairman shall have the right of a casting vote besides his own vote in case of ties. He shall perform all other functions as may be incidental to his office or assigned to him by the General Body or the Central Executive Committee of the Association.

VICE CHAIRMAN OF THE ASSOCIATION

(a)          The Vice Chairman shall assist the Chairman in the performance of his duties.

SECRETARY OF THE ASSOCIATION

(b)          The Secretary means the paid secretary of the Association.

TREASURER OF THE ASSOCIATION

(c)           The Treasurer of the Association shall be an elected member of the Central Executive Committee, and shall assist the Secretary in:

(i)            Maintenance and audit of book of accounts and record of subscriptions.

(ii)           All financial transactions undertaken by the Association.

MEETING

1.            The normal business of the Association shall be carried on by the Central ,Executive Committee of the Association as decided by majority votes.

PROCEEDING OF MEETINGS

1.            The Chairman, if present shall preside at all meetings of the Association and at all meetings of the Committee. In his absence, the Vice Chairman shall preside failing which members present whether at any meeting of the Association or at any meeting of the Executive Committee, shall elect a Chairman to preside.

VACANCY OF CHAIRMAN & VICE CHAIRMAN

1.            In the event of the office of the Chairman or the Vice Chairman falls vacant, the vacancy shall be filled by any member elected by the Central Executive Committee within one month. The Central Executive Committee shall meet once at least in every month. One- third members shall form quorum. In the case of quality of votes, the Chairman shall have second or casting vote.

GENERAL MEETING

1.            An Annual General Meeting shall be held once a year for the purpose of:

(a)          Receiving Report and Audited Accounts of the Association for the year ending the previous 30th June.

(b)          Discussing and deciding all matters concerned with the management business or object of the Association.

(c)           Appointment of Auditors and fixing their remuneration.

(d)          Announcement of result of election of Central Executive Committee and office bearers.

(e)          Approval of budget for the next year.

2.            Annual General Meeting shall have power to adjourn to another date to be then fixed for the purpose of deciding such proposition as may remain undetermined.

3.            At an Annual General Meeting the presence of 25% members in person shall be necessary to form quorum. Should such number not be present, the meeting shall be adjourned to such date as the majority of those present ma fix.

4.            The notice of the date of adjourned meeting shall be given forthwith to all members who were sent notice of the meeting. The quorum is not necessary for the adjourned meeting.

5.            The majority at the Annual General Meeting or at any adjourned meeting shall consist of simple majority. In case of equal number of votes, the Chairman shall have second or casting vote.

6.            The committee shall cause the date of the Annual General Meeting to be advertised at least 40 days before the date of such meeting, any proposition to be laid before the meeting under this Rule must be sent to the Secretary 25 days before the date of the meeting.

7.            The Committee shall send to each member paying subscription in accordance with the Rules, at least 21 days notice before the Annual General Meeting, a copy of the report and audited accounts of the affairs of the Association for the year ending the previous 30th June and also agenda of the meeting. In case of adjourned meeting, a notice of at least 7 days will be necessary.

8.            All, resolutions shall be adopted by the simple majority vote of members present in the meeting.

SPECIAL, ORDINARY OR EXTRA-ORDINARY

MEETINGS OF THE GENERAL BODY

1.            All meetings of the general body other than the Annual General Meeting, shall be called Ordinary, or Special General meeting and shall be held at any time ad at any place as the Central Executive Committee may deem fit and convenient for the disposal of the business of Association.

MEETING REQUISITION

(a)          An Ordinary, Extra-ordinary, Special Meeting can also be held on a requisition signed by one-fifth of the total number of members of the General Body specifying clearly the business desired to be transacted.

(b)          The Secretary, upon receipt, of such requisition made in writing by at least one fifth of the members of the General Body, shall convene an Ordinary, Special, Extra-Ordinary General Meeting and such meeting shall be called within 21 days from the date of receipt of such requisition, and a notice of such a meeting under the signature of the Secretary shall be circulated among the members for their information at least 14 days before the time appointed.

(c)           Any requisition for any Ordinary, Extra-ordinary or Special General Meeting shall express the object of the meeting and must be signed by the requisitioneers and should be sent to the Secretary.

QUORUM

1.            On-fourth of the members of the General Body present in person and qualified for the time being, will form the quorum for the Annual General or Ordinary, Extra-Ordinary or Special Meeting and not business shall be transacted at such meeting unless Special meeting of the Central Executive Committee.

CONDUCT OF BUSINESS

1.            The Chairman of the Association shall preside over every General Meeting of the Association and in his absence the Vice Chairman shall preside over such meeting. If the Chairman and Vice Chairman be not present at the time of holding a meeting, the members present shall elect someone from amongst themselves to act as Chairman of the meeting.

2.            The Chairman, with consent of the members present may adjourn the meeting from time to time and from place to place but not business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

THE GENERAL BODY

1.            In emergencies the Chairman of the Central executive Committee may call an emergent meeting of the General Body with 10 days notice in advance.

2.            The quorum for such meeting shall be one-third of the General Body present.

CENTRAL EXECUTIVE COMMITTEE MEETING

1.            These may be called by the Secretary at the instance of the Chairman or any two ordinary members of the Central Executive Committee or the Secretary himself in consultation with the Chairman. The Central Executive Committee shall hold at least one meeting every two months.

WANT OF QUORUM

1.            The Quorum of all meetings shall be as provided in Articles 24. In case of meeting is adjourned for want of quorum, no quorum shall be necessary for the adjourned meeting and the member present shall transact the business.

VACANCIES

1.            In the event of any office bearers or member of the Central Executive Committee vacating his office at any time during the year vacant office shall be filled up by the Central Executive Committee within 30 days of the vacancy by co-option. Office bearers so co-opted shall be entitled to hold office till the next elections and shall belong to the same class of membership to which the out going office bearer belonged.

2.            The office of a member of the Central Executive Committee shall be vacated if he remains absent from three consecutive meetings of the Central Executive Committee or for a continuous period of three months whichever is longer, without leave or, permission from the Central Executive Committee.

3.            In the event of any office bearer or member of the Central Executive Committee going on leave for a period exceeding three months, the Central Executive Committee may co-opt a substitute in his place to act for the period of the leave:-

(a)          Notice of the meeting of the Association with a statement of the business to be transacted at the meeting shall be sent to every member Under Postal Certificate as hereinafter provided, but the accidental omission to give notice to or the non-receipt of notice by any members shall not invalidate the proceedings of any meeting.

(b)          Any member present in person shall be entitled to demand a poll.

(c)           Any member whose name is entered in the register of members of the Association shall enjoy the same rights and be subject to the same liabilities as all other members of the same class.

4.            It shall be obligatory upon every member to notify any change of his address so that the same may be noted in the register of members. In the absence of such intimation, a notice sent to the address last noted in the register of members shall be deemed good.

MISCELLANEOUS

1.            At the time of election of the Central Executive Committee, if any member raises a dispute or challenges the election lot of any other member the Chairman of the meeting shall decide the matter there and then at the time of election of the Central Executive Committee. If it is found that two or more members have secured equal number of votes, the Chairman of the meeting shall draw lots in respect of all such members and such members and such of them as come first in the lots to make up the number required shall be deemed as elected.

AMENDMENT TO RESOLUTIONS

1.            The Central Executive Committee shall keep or cause to be kept records and proper books of accounts in which shall be entered full true and . complete account of the affairs and transactions of the Association which include inter alia the following;-

(a)          Minute Books for meeting of General Body.

(b)          Minute Books for meeting of the Central Executive and other Committee.

(c)           Register of members correctly showing their address (including names of their representative).

(d)          A register of members of the Central Executive Committee from time to time showing the names, address and occupation of members.

(e)          True account shall be kept of sums of money received and spent by the Association and the matter in respect of which such receipts and expenditure takes place, and the property credits and liabilities of the Association, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations for the time being of the Association, shall be open to inspection of the members. Once at least in every year, the accounts of the Association, shall be examined and the correctness of the Balance Sheet ascertained by a qualified Auditor.

BOOK AND INSPECTION

1.            The Account books and other documents shall be kept at the headquarters of the Association and shall be open to inspection by members of the Central Executive Committee and members of the Association, at such time or times during the day and to such extent as the Association in General Meeting may from time to time determine. The Central Executive Committee and the Chairman shall, in respect of the Central Executive Committee, have right to refuse inspection of any documents which at the time, in its/his opinion, is likely to prejudice the interests of the Association. Reasons for such refusal shall be given in writing and the aggrieved party may appeal to the Central Body concerned on the subject and decision of that body be final.

MANAGEMENT OF PROPERTY

1.            All the property ,of the Association whether belonging to it or held by it in trust, shall unless otherwise provided by any instrument of trust vest in the Association and in case of any Bill, Note, negotiable instrument of whatsoever nature, Agreement Bond, Indemnity, Debentures and generally any other deed or document of whatsoever nature, the same shall be deemed to have been duly executed, accepted, admitted, endorsed and completed on behalf of the Association if signed by the Chairman and Secretary or in their absence by any two or more members appointed for the purpose by the Central Executive Committee.

SEAL OF THE ASSOCIATION

1.            The Association shall have a common seal which shall not be affixed to any instrument or document except by the authority of a resolution of the Central Executive Committee and in the presence of at least one member of the Association.

2.            The Central Executive committee shall, at the end of its term of the office, prepare and/or publish under the signature of the Secretary a report of the work done and the progress made by the Association during the Central Executive committee’s tenure of office. The report shall be placed before the Annual General Meeting for consideration and adoption and shall be published if so resolved by the Central Executive Committee for general information of members and the public in which case copies thereof shall be supplied to members gratis or on payment of such sum as the committee may fix.

ARBITRATION

1.            The Central Executive Committee will elect a panel of arbitrators every year so that members may refer any dispute between themselves or any dispute arising between a member and any outsider. In case of two arbitrators disagreeing, the arbitrators shall appoint an Umpire out of the remaining members of the panel. the award of the arbitrators or the Umpire shall be final and binding on the parties to the dispute.

2.            Power and authority of the Association and of its Central Executive Committee shall be as set out in the Articles and shall be exercisable only in terms of the Memorandum of Association and shall be limited and restricted accordingly.

3.            The provision of regulations 56, 66, 71, 80, 81, 82, 95, 105, 112, 113, 114, 115 and 116 or Table A in the First Schedule of the Companies Act, 1984 shall be deemed to have been contained herein and shall apply where provisions identical with or to the same effect as the aforesaid regulations are not contained herein, in so far as they are applicable and are not inconsistent with the express provisions contained herein.

 

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