MEMORANDUM OF ASSOCIATION

 

       1.                   Name of the Society is 'PROCHESTA'.

2.                    The society shall operate from Flat No. 9, Sabarmati, S.I.N.P Housing Complex, 1/AF Bidhannagar, Kolkata – 700 064 for such a period till an alternative arrangement is made

3.                   The objects of the society are:

              (a)    To extend help both in cash and/or kind (prize, book etc.) to deserving students for pursuing their studies            specially in West Bengal.

   (b)      To arrange lectures, debates, discussion, and organize workshop, seminar, symposia etc. on occasional basis on    various topics of academic interest for different sections of people with the ultimate object to disseminate           knowledge.

   (c)       To extend support to the government, semi-government or non-government organizations pursuing the similar        objectives as those of Ananya Prochesta.

   (d)       To take up any other philanthropic objects that may not be specifically mentioned in the forgoing objects but         which shall not be in contrast with the provisions of Section 4(2) of the Act.

4.           The income and property of the society howsoever derived shall be applied solely towards the promotion of its objects as set forth in the memorandum of Association and no portion thereof shall be paid or transferred by way of dividend, bonus or otherwise by way of profit to its members provided that nothing herein shall prevent the payment of remuneration to the persons in return for any service rendered by them for the society.

  

Declaration

A.     The association shall not take up any object for the purpose of earning of its members.

B.     The objects shall always remain restricted within the scope of Section 4(2) of the Act.

C.     The income generated from the association or properties built out of the association’s fund shall not be utilized for consumption of or distribution amongst the members of the association and these shall be ploughed back to the activities of the association in their entirety for furtherance and fulfillment of the objects of the association.

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                                                                        RULES AND REGULATIONS

 

1.                   Definitions:

 

(a)                 “Executive Body” means the body which shall manage the affairs of the Society under the regulations;

(b)               “Member” means an individual or an institution or a body corporate admitted as the member of the society;

(c)                “Memorandum of Association” means the Memorandum of Association under Part I of the present set of documents with objects and name of first members of the Executive Body included therein;

(d)               “President” means the formal head and includes one who acts as the formal head of the time being;

(e)                “Vice President” means one who is next to the formal head and acts as formal head in absence of the regular formal  head;

(f)                 “Regulations” means the present document included under part II and shall, unless formally amended partially or in  whole, guides the activities and rules of business of the society;

(g)                “Secretary” means the person who shall act as the principal executive officer of the society as well as of the           Governing Body;

(h)                “Assistant Secretary” means the person who shall act as the principal executive officer in case the regular principal executive officer is not available;

(i)                  “Treasurer” means the person who shall supervise the management of funds of the society to the extent empowered by the Executive Body;

(j)                  “Act” and “Rules” mean the West Bengal Societies Registration Act, 1961 and the West Bengal Societies Rules, 1963 respectively.

2. Executive Body:

2.1  The composition of the Executive Body:

The Executive Body shall comprise the minimum 7 (seven) members and maximum 9 (nine) members. The office bearers shall include the President, the Vice President, the Secretary, the Assistant Secretary and the Treasurer. The remaining persons shall be the members of the Executive Body.

2.2  Manner of election and appointments:

The members of the Executive Body shall be elected by the ordinary members in the annual general meeting at a regular interval of two (2) years. The elected members shall be appointed to the posts of different office bearers in the Annual General Meeting or in the first meeting of the Executive Body of the newly elected members.

2.3  Resignation or Removal:

A member of the Executive Body shall be at liberty to resign from the membership of the Executive Body and the resignation shall be accepted by the Executive body unless there is a question of removal of any dues from the resigning member. The same rule shall apply to any office bearer intending to resign from the post held by him/her.

Removal of any member of the Executive Body shall automatically apply if the concerned member disqualifies himself/herself by virtue of Section 28 of the Act.

Removal of a member of the Executive Body shall also be effected for anti-society activities prejudicial to the interest of the organization. However, in such cases, the concerned member shall be afforded reasonable opportunity of self-defense by serving upon him / her a show-cause notice. The reply of the show-cause notice should be submitted with in three weeks and on receipt thereof the Executive Body shall examine the same. In case, the member fails to reply within three weeks, the Executive Body shall examine the papers and records substantiating the proof of the member’s anti-organization activities. The decision of the Executive Body in respect of the concerned member’s removal shall be binding upon him. However, no consequential damage or loss, in case of subsequent withdrawal of removal of the member by the Executive Body, shall be granted.

3. Membership:

3.1 Admission to Membership:

Any person including an artificial juridical person eligible to enter into a contract irrespective of the gender, faith, caste or religion may be admitted as a member of the Society provided he/she agrees to be guided by the memorandum of the Association and regulations of the Society. However, the Executive Body shall be satisfied that the member admitted has interest in the advancement of the objects of the organization and thereby Executive Body shall be the final authority to admit or refuse to admit a person as member.

The above shall not be applicable to the first members of the Executive Body, as they happen to be automatically the only members of the Society at the time of formation of the Society.

3.2 Resignation and Removal of members and automatic cessation of membership:

Para 2.3 as applicable to the members of the Executive Body shall apply to all members of the society.

3.3 Classes of Members:

Individual Member:  An individual qualified to be a member of the society in terms of Para 3.1 ibid may be called an individual member of any of the following categories;

i)                     Ordinary Member: By paying ordinary membership fee as may be determined by the society from time to time and enjoying voting right.

ii)                    Honorary Member: By accepting the offer of membership of honour or dignity without enjoying voting right.

iii)                  Associate Member: By making himself/ herself eligible to avail certain services or payment of the periodic requisite fee as may be fixed by the society from time to time and without enjoying voting right.

Ordinary Membership fee Rs. 200/- per annum or Rs. 20/- per month

Associate Membership fee Rs. 175/- per annum or Rs. 15/- per month

 

3.4 Rights and obligations of the members:

a) To caste vote or to be elected (if the member has voting right) in the society election.

b) To suggest ways for society’s improvement.

c) To inspect accounts and proceedings with prior appointment.

d) To clear all dues relating to membership in time.

e) To uphold self-esteem and hold the society in high esteem.

 

4.       Maintenance of register of members and facilities for inspection thereof by the members

The society shall maintain the register of members in terms of sub-section (1) of Section14 of the Act and sub-section (2) of Section 14 shall always be granted against.

Any member may give requisition for the inspection of the register and the register shall be open for his/her inspection on the appointed date and time in the Secretary’s office.

5.        The safe custody of the property of the society, including in particular the manner of keeping or investing any money of the             society

(a)                 As proved in Section 18 of the Act, the property of the society shall be deemed to have been vested in the Executive Body and the Executive Body shall manage its affairs properly.

(b)                The fund and money of the society shall be kept or invested in Banks, Post Offices or other Financial Institutions as may be decided by the Executive Body of the society from time to time in the best interest of the society.

(c)                 Operation of such financial accounts shall be done jointly by the Treasurer and any one from the President and Secretary.

6.                  Meeting and Voting

6.1 Classes of Meetings and incidents of the Meetings

 

a) Executive Body Meeting:

At least four meetings of the Executive Body shall be held in a year. More than 50% of the       members shall be in position to give requisition for a meeting of the Executive Body, which shall be convened by the Secretary within seven days failing which the requisitionists themselves shall call such meeting and the decision of the meeting shall be binding upon the Executive Body.

b) Annual General Meeting:

The annual general meeting shall be convened by the Secretary every year having compiled with the provisions of sub sections 1 & 2 of the Section 16 of the Act. The agenda of the meeting shall include

(i)      Confirmation of the proceedings of the last annual general meeting.

(ii) Acceptance of the Annual Report on the activities of the society.

(iii) Acceptance of the audited accounts of the immediately passed accounting year.

(iv) Appointment of auditors for the current accounting year.

(v) Any other matters of importance.

(vi) Election, if due.

c) Extra-ordinary General Meeting:

The Executive Body shall convene an Extra- ordinary General Meeting in case the next Annual General Meeting is not due to be held in near future, to take up such issues, which requires general members’ participation such as settlement of a constitutional crisis, settlement of a matter, which may cause harm to the interest of the society, any change or amendment required in the memorandum of the association or regulations of the society etc.

d) Special General Meeting on Requisition:

More than 50% of the total members enjoying voting rights may give requisition for such meeting. The Executive Body shall convene such meeting within four weeks from the date of requisition. In case the Executive Body does not convene the meeting, the requisitionists themselves shall call the meeting and decisions taken in the meeting shall be binding upon the society.

6.2               Quorum:  

         One-third of members (ordinary and associate) personally present shall constitute quorum in all the above four classes of the meeting under 6.1 ibid.

6.3               Method of voting:

          In case of voting in the election of the Annual General Meeting, the chairman of the meeting shall explain the method of voting            and the manner of election.

In case of other meetings, voting shall be applicable only if there is severe disagreement among the members on any issue. The chairman of the respective meetings shall have a casting vote in those meetings.

 6.4               Period of Notice:

a) The meeting of the Executive Body shall require seven days’ notice specifying place, time and items of discussions. In case      of emergent meeting no notice, if mutually agreed upon the members shall be required.

b) The Annual General Body meeting shall require twenty one clear days’ notice specifying venue, data and time of the          
     meeting.

 c) The Extra-ordinary General Meeting shall require fourteen clear days’ notice specifying venue, data and time of the
     meeting.

 d) The Special General Meeting on requisition shall require seven days’ notice specifying venue, date and time of the meeting.

 6.5       Proxy:

            Proxy shall not be accepted in any election.

6.6               General Procedure of the meeting:

          All classes of meeting shall be chaired by the President of the society and in his/her absence by the vice President of the society or any other person so selected majority decision shall prevail with chairperson’s casting vote in need be.

7. Maintenance of Audit and Accounts

7.1  Sub-section 1 & 2 of the Section 15 of the Act shall be strictly followed in relation to accounts and audit.

7.2  Accounting year: The accounting year of the society shall be the financial year commencing on and from 1st April of a year to 31st March of the Next year.

7.3 Auditor: The accounts shall be audited by an auditor nominated by the Executive Body.

7.4  Books of accounts and Inspection thereof: The Books of accounts and other statutory books are to be kept at the office and shall be open, for inspection of any member on written request, at the appointment date and time.

8.   Proceedings of meeting and inspection thereof

Proceedings of all meetings shall be carefully minuted in bound registers to be separately maintained for each class of meetings and kept at the office. The respective chairperson of the meeting shall countersign all proceedings. The proceedings shall be open for inspection of any member on written request at the appointment date and time.

9.   Power and duties of the Executive Body

The Executive Body shall have the following powers and duties for the efficient management of the affairs of the society:

(a)                 To form sub-committee for specific purposes for the fulfillment of the objects of the society.

(b)                To deal with the property of the society in the best interest of the society.

(c)                 To generate funds through gifts, donations and to acquire property both movable and immovable in the name of the society for perpetuating the existence and activities of the society.

(d)                To manage the funds and liquid assets of the society in the best possible manner.

(e)                 To attend members’ grievances.

(f)                  To remain duty bound and vigilant about all statutory requirements of the society.

(g)                 To transact all other business that may come up on different situations.

 

 10.      Duties of the Office Bearers

 10.1 President:

(a)        To act as the formal head of the society.

(b)                To chair all meetings.

(c)                 To lead in the matters of disciplinary actions in consultation with the Executive Body.

(d)                To advise secretary and other office bearers as leader of the team.

(e)                 To call an emergent meeting.

(f)                  To act as joint signatory with treasurer in relation to bank accounts as and when necessary.

(g)                 To decide on special matters with prudence and dignity.

10.2 Vice-President:

(a)        To chair all sub-committee meetings.

(b)        In absence of the President the above duties the president under 10.1 ibid  shall apply to Vice-President.

 

10.3 Secretary:

(a)                 To convene all meetings of the society.

(b)                To process membership proposals and press them before the Executive Body.

(c)                 To issue notices and circulars.

(d)                To issue pay orders and counter signed receipts.

(e)                 To assist the President in all matters of statutory requirements.

(f)                  To maintain accounts and arrange audit with the help of the treasurer.

(g)                 To act as joint signatory with president or treasure in relation to Bank Accounts.

(h)                 To ensure efficient handling of all statutory and special matters.

(i)                   To plan funds of the society and prepare budgets annually.

(j)                  To keep in touch with the Executive Body and not to take decisions unilaterally.

10.4           Assistant Secretary:

 

(a)    To maintain minute books in proper order.

(b)   In absence of the Secretary the above duties of the Secretary 10.3 ibid shall apply to Assistant Secretary.

 

10.5           Treasurer:

(a)    To account for all receipts such as subscriptions, donations, grants and any other deposits and current receipts, and also all payments in the nature of capital and revenue payments.

(b)   To maintain cash-book, ledger and other books of accounts.

(c)    To act as joint signatory with President or Secretary in relation to bank accounts of the society.

(d)   To discharge all other functions related to finance as may be delegated to him.

11.              Alteration of memorandum of association and regulation of the society

The provisions of section 8 & 9 shall be complied with whenever any part of the memorandum or regulations shall be taken up for alteration, modification, deletion or addition etc. The Executive Body shall be authorized to process the matter subject to the approval of the General Body.

 

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